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AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
OF
LODGIAN, INC.
 (as amended through April 24, 2007)




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LODGIAN, INC.
 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
(as amended through April 24, 2007)
 TABLE OF CONTENTS
 PageSection1
    
    Purpose
    
    
    1Section 2.
    
    Definitions
    
    
    1Section 3.
    
    Administration of the Plan
    
    
    3Section 4.
    
    Duration of Plan
    
    
    4Section 5.
    
    Shares of Stock Subject to the Plan
    
    
    4Section 6.
    
    Eligible Individuals
    
    
    5Section 7.
    
    Awards Generally
    
    
    5Section 8.
    
    Stock Options
    
    
    6Section 9.
    
    Stock Appreciation Rights
    
    
    7Section 10.
    
    Stock Awards
    
    
    7Section 11.
    
    Performance Share Awards
    
    
    7Section 12.
    
    Other Awards
    
    
    7Section 13.
    
    Section 162(m) Awards
    
    
    7Section 14.
    
    Non-Transferability
    
    
    8Section 15.
    
    Recapitalization or Reorganization
    
    
    8Section 16.
    
    Change in Control
    
    
    9Section 17.
    
    Amendment of the Plan
    
    
    10Section 18.
    
    Miscellaneous
    
    
    10




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LODGIAN, INC.
 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
(as amended through April 24, 2007)
 Section Purpose
 Section Definitions
 Administrator
 Affiliate
 Award
 Award Agreement
 Beneficial Owner
 Board
 Change in Control




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Code
 Combined Voting Power
 Committee
 Common Stock
 Eligible Individuals
 Exchange Act
 Eligible Director
 Fair Market Value
 Incentive Stock Option
 Nonqualified Stock Option
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Parent
 Participant
 Performance Period
 Performance Share Award
 Person
 Section 162(m) Participant
 Stock Appreciation Right
 Stock Award
 Stock Option
 Subsidiary
 Substitute Award
 Section Administration of the Plan
 (a) Power and Authority of the Committee
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(b) Plan Construction and Interpretation
 (c) Determinations of Committee Final and Binding
 (d) Delegation of Authority
 (e) Liability of Committee
 Section Duration of Plan
 Section Shares of Stock Subject to the Plan Section 5
Limit
      4




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Section Eligible Individuals
 (a) Eligibility Criteria Eligible
Individuals provided however
 (b) Maximum Number of Shares Per Eligible Individual
 Section Awards Generally
 Section Stock Options
 (a) Terms of Stock Options Generally
 (b) Exercise Price provided
  5




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(c) Option Term provided however
 (d) Method of Exercise
 Incentive Stock Option
 $100,000 Per Year Limitation for Incentive Stock Options
 Section Stock Appreciation Rights
 Section Stock Awards
 6




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Section Performance Share Awards
 Section Other Awards
 Section Section 162(m) Awards
 Terms of Section 162(m) Awards Generally Section 162(m) Awards
 Performance Goals
 Other Performance-Based Compensation
 Section Non-Transferability QDRO provided however provided however
 7




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Section Recapitalization or Reorganization
 Authority of the Company and Shareholders
 Change in Capitalization
 Section Change in Control Surviving
Entity Predecessor Option Substitute Option
 Predecessor Award Substitute Award
 8




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Non-Assumed Award Action Effective Date
    Section Amendment of the Plan provided however provided however
 Section Miscellaneous
 Tax Withholding
 No Right to Grants or Employment
 9




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Unfunded Plan
 Other Employee Benefit Plans
 Securities Law Restrictions
 Compliance With Applicable Law
   Award Agreement
 Expenses
 Applicable Law
 Reserved
 10




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Effective Date Effective
Date
 11