EX-10.6




 Exhibit 10.6 

STARWOOD REAL ESTATE INCOME TRUST, INC. 

INDEPENDENT DIRECTOR RESTRICTED SHARE PLAN 

ARTICLE 1 
 PURPOSE

 1.1. PURPOSE. The purpose of the Starwood Real Estate Income Trust, Inc. Independent Director Restricted Share Plan (the
“Plan”) is to promote the interests of Starwood Real Estate Income Trust, Inc. (the “Company”) and its stockholders by granting restricted stock and/or restricted stock units to its Independent Directors in order to:
(i) attract and retain Independent Directors by affording them an opportunity to share in the future successes of the Company, (ii) strengthen the mutuality of interests between such Independent Directors and the Company’s
stockholders and (iii) provide the Independent Directors with a proprietary interest in maximizing the growth, profitability and overall success of the Company. 

ARTICLE 2 
 DEFINITIONS

 2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does
not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the
following meanings: 
 (a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that
directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Board. 

(b) “Award” means an award of Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan.

 (c) “Award Certificate” means a written document, in such form as the Board prescribes from time to time,
setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The
Board may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the
acceptance thereof and actions thereunder by a Participant. 
 (d) “Beneficial Owner” shall have the meaning given
such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act. 

(e) “Board” means the Board of Directors of the Company. 

(f) “Change in Control” means and includes the occurrence of any one of the following events but shall specifically
exclude a Public Offering: 
 (i) during any consecutive 12-month period, individuals
who, at the beginning of such period, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the
beginning of such 12-








 
month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or
threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an
Incumbent Director; or 
 (ii) any person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of
the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to
vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a
Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or 

(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another
corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the
outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without
limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially
the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than
(x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or
indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of
directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which
satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”). 

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

  
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 (h) “Code” means the Internal Revenue Code of 1986, as amended from
time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 

(i) “Company” means Starwood Real Estate Income Trust, Inc. a Maryland corporation, or any successor corporation.

 (j) “Continuous Service” means the absence of any interruption or termination of service as a director of the
Company or any Affiliate, as applicable. 
 (k) “Disability” of a Participant shall mean the inability of the
Participant, as reasonably determined by the Company, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which
has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. 
 (l) “Dividend
Equivalent” means a right granted with respect to a Restricted Stock Unit Award pursuant to Article 7. 
 (m)
“Effective Date” has the meaning assigned such term in Section 3.1. 
 (n) “Eligible Participant”
means an Independent Director of the Company. 
 (o) “Grant Date” of an Award means the first date on which all
necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within
a reasonable time after the Grant Date. 
 (p) “Independent Director” means a director of the Company who meets the
requirements set forth for an “independent director” in the Charter. 
 (q) “Parent” means a corporation,
limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. 

(r) “Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the
case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 8.5 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant
under applicable state law and court supervision. 
 (s) “Person” means any individual, entity or group, within the
meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act. 
 (t)
“Plan” means this Starwood Real Estate Income Trust, Inc. Independent Director Restricted Share Plan, as amended from time to time. 

(u) “Public Offering” means a public offering of any class or series of the Company’s equity securities pursuant
to a registration statement filed by the Company under the 1933 Act. 

  
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 (v) “Restricted Stock” means Stock granted to a Participant under
Article 6 that is subject to certain restrictions and to risk of forfeiture. 
 (w) “Restricted Stock Unit” means
the right granted to a Participant under Article 6 to receive shares of Stock (or the equivalent value in cash or other property if the Board so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture. 

(x) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution with respect
to the Shares (whether or not pursuant to Article 9), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted. 

(y) “Stock” means the $.01 par value Class I common stock of the Company and such other securities of the
Company as may be substituted for Stock pursuant to Article 9. 
 (z) “Subsidiary” means any corporation, limited
liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. 

(aa) “1933 Act” means the Securities Act of 1933, as amended from time to time. 

(bb) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time. 

ARTICLE 3 
 EFFECTIVE
TERM OF PLAN 
 3.1. EFFECTIVE DATE. The Plan will become effective on the date that it is adopted by the Board (the
“Effective Date”). 
 3.2. TERM OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect
until the tenth anniversary of the Effective Date or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary of the date of such approval. The termination of the Plan on
such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of the Plan. 

ARTICLE 4 

ADMINISTRATION 
 4.1.
ADMINISTRATOR; ACTION AND INTERPRETATIONS BY THE BOARD. The Plan shall be administered by the Board. For purposes of administering the Plan, the Board may from time to time adopt rules, regulations, guidelines and procedures for carrying out
the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Board may deem appropriate. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Board’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Board
with respect to the Plan are final, binding, and conclusive on all parties and shall be given the maximum deference permitted by applicable 

  
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law. Each member of the Board is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer of the Company or any Affiliate, the
Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company or the Board to assist in the administration of the Plan. No
member of the Board will be liable for any good faith determination, act or omission in connection with the Plan or any Award. 
 4.2.
AUTHORITY OF BOARD. The Board has the exclusive power, authority and discretion to: (a) grant Awards; (b) designate Participants; (c) determine the type or types of Awards to be granted to each Participant; (d) determine
the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate; (e) determine the terms and conditions of any Award granted under the Plan; (f) prescribe the form of each Award Certificate, which
need not be identical for each Participant; (g) decide all other matters that must be determined in connection with an Award; (h) establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or
advisable to administer the Plan; (i) make all other decisions and determinations that may be required under the Plan or as the Board deems necessary or advisable to administer the Plan; (j) amend the Plan or any Award Certificate as
provided herein; and (k) adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in
which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan. 

ARTICLE 5 
 SHARES
SUBJECT TO THE PLAN 
 5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 9.1, the
aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 200,000. The maximum aggregate number of Shares associated with any Award granted under the Plan in any calendar year to any one
Eligible Participant shall be 10,000. 
 5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan share
reserve as of the Grant Date, but shall be added back to the Plan share reserve or otherwise treated in accordance with this Section 5.2. 

(a) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or
forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan. 

(b) Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance
pursuant to Awards granted under the Plan. 
 (c) To the extent that the full number of Shares subject to an Award is not
issued for any reason, the unissued Shares originally subject to the Award shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan. 

(d) Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining
available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the Plan share reserve. 

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market. 

  
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 ARTICLE 6 

RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

6.1. GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Board is authorized to make Awards of Restricted Stock or Restricted
Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Board and set forth in an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award. 

6.2. ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units shall be subject to such restrictions on transferability and
other restrictions as the Board may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, as the Board determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing an Award, a Participant
shall have none of the rights of a stockholder with respect to Restricted Stock Units until such time as Shares of Stock are paid in settlement of such Awards. 

6.3 DIVIDENDS ON RESTRICTED STOCK. In the case of Restricted Stock, the Board may provide that ordinary cash dividends declared on the
Shares before they are vested (i) will be paid or distributed to the Participant as accrued (in which case, such dividends must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to stockholders, or (B) the first calendar year in which the Participant’s right to
such dividends is no longer subject to a substantial risk of forfeiture), (ii) will be forfeited; (iii) will be deemed to have been reinvested in additional Shares or otherwise reinvested (subject to Share availability under Section 5.1
hereof and subject to the same vesting provisions as provided for the host Award); or (iv) will be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes
vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. 

6.4. FORFEITURE. Subject to the terms of the Award Certificate and except as otherwise determined by the Board at the time of the grant
of the Award or thereafter, upon termination of Continuous Service during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited. 

6.5. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by
book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company) designated by the Board, a stock certificate or certificates registered in the name of the Participant. If
physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

 ARTICLE 7 
 DIVIDEND
EQUIVALENTS 
 7.1. GRANT OF DIVIDEND EQUIVALENTS. The Board is authorized to grant Dividend Equivalents with respect to
Restricted Stock Units granted hereunder, subject to such terms and conditions as may be selected by the Board. Dividend Equivalents shall entitle the Participant to receive 

  
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payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares subject to Restricted Stock Unit Award, as determined by the Board. The Board
may provide that Dividend Equivalents (i) will be paid or distributed to the Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no later than the
15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to stockholders, or
(B) the first calendar year in which the Participant’s right to such Dividend Equivalents is no longer subject to a substantial risk of forfeiture), (ii) will be deemed to have been reinvested in additional Shares or otherwise reinvested,
which shall be subject to the same vesting provisions as provided for the host Award, or (iii) will be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes
vested, and any Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant. 

ARTICLE 8 
 PROVISIONS
APPLICABLE TO AWARDS 
 8.1. ELIGIBILITY. Awards may be granted only to Eligible Participants. 

8.2. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions,
not inconsistent with the Plan, as may be specified by the Board. 
 8.3. FORM OF PAYMENT FOR AWARDS. At the discretion of the Board,
payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property as the Board shall determine. In addition, payment of Awards may include such terms, conditions, restrictions and/or limitations, if any, as
the Board deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture provisions. 

8.4. LIMITS ON TRANSFER. No right or interest of a Participant in any restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party, or shall be subject to any lien, obligation, or liability of such Participant to any other party. No restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and
distribution; provided, however, that the Board may (but need not) permit other transfers (other than transfers for value) where the Board concludes that such transferability (i) does not result in accelerated taxation, and
(ii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards. 

8.5. BENEFICIARIES. Notwithstanding Section 8.4, a Participant may, in the manner determined by the Board, designate a beneficiary
to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Board.
If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in
the manner provided by the Company, at any time provided the change or revocation is filed with the Company. 
 8.6. STOCK TRADING
RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Board deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any
national securities exchange or 

  
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automated quotation system on which the Stock is listed, quoted, or traded. The Board may place legends on any Stock certificate or issue instructions to the transfer agent to reference
restrictions applicable to the Stock. 
 8.7. DISCRETION TO ACCELERATE VESTING. The Board may in its sole discretion at any time
determine that all or a part of the restrictions on all or a portion of the Participant’s outstanding Awards shall lapse, as of such date as the Board may, in its sole discretion, declare. The Board may discriminate among Participants and among
Awards granted to a Participant in exercising its discretion pursuant to this Section 8.7. 
 8.8. FORFEITURE EVENTS. Awards
under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Board may specify in an Award Certificate that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting
conditions of an Award. Such events may include, but shall not be limited to, (i) violation of material Company or Affiliate policies, (ii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the
Participant, or (iii) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate. 

ARTICLE 9 
 CHANGES IN
CAPITAL STRUCTURE 
 9.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its
stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the Board shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Board
may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; and (iii) any other adjustments that the Board
determines to be equitable. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser
number of Shares, the authorization limit under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Board, be
adjusted proportionately without any change in the aggregate purchase price therefor. 
 9.2 DISCRETIONARY ADJUSTMENTS. Upon the
occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in
Section 9.1), the Board may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and non-forfeitable,
(iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, or (iv) any combination of the foregoing. The Board’s determination need not
be uniform and may be different for different Participants whether or not such Participants are similarly situated. 
 9.3 GENERAL.
Any discretionary adjustments made pursuant to this Article 9 shall be subject to the provisions of Section 10.2. 

  
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 ARTICLE 10 

AMENDMENT, MODIFICATION AND TERMINATION 

10.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or 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 constitute a material change requiring stockholder approval under applicable laws,
policies or regulations, 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. 
 10.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Board may amend, modify or terminate any
outstanding Award without approval of the Participant; provided, however: 
 (a) Subject to the terms of the
applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment or termination; 
 (b) No termination, amendment, or modification of the Plan shall
adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would
not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment. 

10.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the
Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature
(including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this
Section 10.3 to any Award granted under the Plan without further consideration or action. 
 ARTICLE 11 

GENERAL PROVISIONS 
 11.1.
RIGHTS OF PARTICIPANTS. 
 (a) No Participant or any Eligible Participant shall have any claim to be granted any Award
under the Plan. Neither the Company, its Affiliates nor the Board is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Board selectively among Eligible Participants who
receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated). 
 (b)
Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s service as a
director, at any time, nor confer upon any Participant any right to continue as a director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise. 

  
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 (c) Neither an Award nor any benefits arising under this Plan shall constitute an
employment contract with the Company or any Affiliate and, accordingly, subject to Article 10, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability
on the part of the Company or an of its Affiliates. 
 (d) No Award gives a Participant any of the rights of a stockholder of
the Company unless and until Shares are in fact issued to such person in connection with such Award. 
 11.2. WITHHOLDING. The
Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the
Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such
payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Board at the
time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a fair market value (as determined by the Company) on the date of withholding equal to the
amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity
classification), all in accordance with such procedures as the Board establishes. All such elections shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate. 

11.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE. 

(a) General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan
or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or
other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award. 
 (b) Definitional
Restrictions. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation”
for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving
rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A
of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change in
Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or
distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event. 

  
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 11.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Affiliate. In its sole discretion, the Board may authorize the creation of grantor trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or payments in lieu of Shares or
with respect to Awards. This Plan is not intended to be subject to ERISA. 
 11.5. EXPENSES. The expenses of administering the Plan
shall be borne by the Company and its Affiliates. 
 11.6. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan
are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

11.7. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include the plural. 
 11.8. FRACTIONAL SHARES. No fractional
Shares shall be issued and the Board shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down. 

11.9. GOVERNMENT AND OTHER REGULATIONS. 

(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any
period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made
(i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set
forth in Rule 144 promulgated under the 1933 Act. 
 (b) Notwithstanding any other provision of the Plan, if at any time the
Board shall determine that the registration, listing or qualification of the Shares covered by an Award upon any securities exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and
until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board. Any Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Board may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or
certificates for Shares under the Plan prior to the Board’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or
foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. 

  
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 11.10. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award
Certificates shall be construed in accordance with and governed by the laws of the State of Maryland. 
 11.11. SEVERABILITY. In the
event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or
unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein. 

11.12. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to
make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company,
for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Board so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Board may
specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Board pursuant to the provisions of the Plan. 

The foregoing is hereby acknowledged as being the Starwood Real Estate Income Trust, Inc. Independent Director Restricted Share Plan as
adopted by the Board on November 28, 2017. 
  

			
	 STARWOOD REAL ESTATE INCOME TRUST,
INC.



 
			
		
	 By:
	 	 /s/ Matthew Guttin

	 Name:
	 	 Matthew Guttin

	 Its:
	 	 Chief Compliance Officer and Secretary




  
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