THE COMPANY'S 2006 STOCK PLAN



 Exhibit 10.31 
 SUPERTEL 2006 STOCK PLAN 
 SECTION 1 

NAME AND PURPOSE 
 1.1 Name. The name of the plan shall be the Supertel 2006 Stock Plan (the “Plan”). 
 1.2. Purpose of Plan. The purpose of the Plan is to foster and promote the long-term financial success of the Company and increase stockholder value by (a) motivating superior performance by
means of stock incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees and Directors and (c) enabling the Company to attract and retain the services of a management team
responsible for the long-term financial success of the Company. 
 SECTION 2 

DEFINITIONS 
 2.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below: 
 (a) “Act” means the Securities Exchange Act of 1934, as amended. 
 (b)
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Stock Bonus, or any combination thereof, including Awards combining two or more types of Awards in a single grant. 

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

(d) “Code” means the Internal Revenue Code of 1986, as amended. 

(e) “Committee” means the Compensation Committee of the Board, which shall consist of two or more members, each of whom shall
be a “non-employee director” within the meaning of Rule 16b-3 as promulgated under the Act. 
 (f) “Company”
means Supertel Hospitality, Inc., a Virginia corporation (and any successor thereto) and its Subsidiaries. 
 (g)
“Director” means any director of the Company. 
 (h) “Employee” means any employee of the Company or any of
its Subsidiaries. 
 (i) “Fair Market Value” means, on any date, the average of the high and low sales prices of the
Stock as reported on the National Association of Securities Dealers Automated Quotation system (or on such other recognized market or quotation system on which the trading prices of the Stock are traded or quoted at the relevant time) on such date.
In the event that there are no Stock transactions reported on such system (or such other system) on such date, Fair Market Value shall mean the average of the high and low sale prices on the immediately preceding date on which Stock transactions
were so reported. 
 (j) “Option” means the right to purchase Stock at a stated price for a specified period of time.
For purposes of the Plan, an Option may be either (i) an Incentive Stock Option within the meaning of Section 422 of the Code or (ii) a Nonstatutory Stock Option. 

(k) “Participant” means any Employee or Director designated by the Committee to participate in the Plan. 

(l) “Plan” means the Supertel 2006 Stock Plan, as in effect from time to time. 







 (m) “Restricted Stock” shall mean a share of Stock granted to a Participant
subject to such restrictions as the Committee may determine. 
 (n) “Stock” means the Common Stock of the Company, par
value $.01 per share. 
 (o) “Stock Appreciation Right” means the right, subject to such terms and conditions as the
Committee may determine, to receive an amount in cash or Stock, as determined by the Committee, equal to the excess of (i) the Fair Market Value, as of the date such Stock Appreciation Right is exercised, of the number shares of Stock covered
by the Stock Appreciation Right being exercised over (ii) the aggregate exercise price of such Stock Appreciation Right. 

(p) “Stock Bonus” means the grant of Stock as compensation from the Company, which may be in lieu of cash compensation
otherwise receivable by the Participant or in addition to such cash compensation. 
 (q) “Subsidiary” means any
corporation or partnership in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership. 

2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the plural shall include the singular. 
 SECTION 3

 ELIGIBILITY AND PARTICIPATION 
 The only persons eligible to participate in the Plan shall be those Employees and Directors selected by the Committee as Participants. 

SECTION 4 

POWERS OF THE COMMITTEE 
 4.1 Power to Grant. The Committee shall determine the Participants to whom Awards shall be granted, the type or types of Awards to be granted, and the terms and conditions of any and all such
Awards. The Committee may establish different terms and conditions for different types of Awards, for different Participants receiving the same type of Awards, and for the same Participant for each Award such Participant may receive, whether or not
granted at different times. 
 4.2 Administration. The Committee shall be responsible for the administration of the Plan.
The Committee, by majority action thereof, is authorized to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, and to make all
other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding, and conclusive for all purposes and upon all persons. 
 SECTION 5

 STOCK SUBJECT TO PLAN 
 5.1 Number. Subject to the provisions of Section 5.3, the number of shares of Stock subject to Awards under the Plan may not exceed 200,000 shares of Stock. The shares to be delivered under
the Plan may consist, in whole or in part, of treasury Stock or authorized but unissued Stock, not reserved for any other purpose. The maximum number of shares of Stock with respect to which Awards may be granted to any one Participant under the
Plan is 20% of the aggregate number of shares of Stock available for Awards under Section 5.1. A maximum of 

  
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20% of the shares of Stock available for issuance under the Plan may be issued as Restricted Stock or Stock Bonuses. A maximum of 20% of the shares of Stock available for issuance under the Plan
may be issued in the aggregate to non-employee Directors. 
 5.2 Cancelled, Terminated or Forfeited Awards. Any shares of
Stock subject to an Award which for any reason are cancelled, terminated or otherwise settled without the issuance of any Stock shall again be available for Awards under the Plan. In the event that an Award is exercised through the delivery of Stock
or in the event that withholding tax liabilities arising from such Award are satisfied by the withholding of Stock by the Company, the number of shares available for Awards under the Plan shall be increased by the number of shares surrendered or
withheld. 
 5.3 Adjustment in Capitalization. In the event of any Stock dividend or Stock split, recapitalization
(including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares, or other similar corporate change, (i) the aggregate number of
shares of Stock available for Awards under Section 5.1 and (ii) the number of shares and exercise price with respect to Options and the number, prices and dollar value of other Awards, may be appropriately adjusted by the Committee, whose
determination shall be conclusive. 
 SECTION 6 
 STOCK OPTIONS 
 6.1 Grant of Options. Options may be granted to
Participants at such time or times as shall be determined by the Committee. Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory Stock Options. The Committee shall have complete discretion
in determining the number of Options, if any, to be granted to a Participant. Each Option shall be evidenced by an Option agreement that shall specify the type of Option granted, the exercise price, the duration of the Option, the number of shares
of Stock to which the Option pertains, the exercisability (if any) of the Option in the event of death, retirement, disability or termination of employment, and such other terms and conditions not inconsistent with the Plan as the Committee shall
determine. 
 6.2 Option Price. Nonstatutory Stock Options and Incentive Stock Options granted pursuant to the Plan shall
have an exercise price which is not less than the Fair Market Value on the date the Option is granted. Options may not be repriced. 
 6.3 Exercise of Options. Options awarded to a Participant under the Plan shall be exercisable at such times and shall be subject to such restrictions and conditions as the Committee may impose,
subject to the Committee’s right to accelerate the exercisability of such Option in its discretion. Notwithstanding the foregoing, no Option shall be exercisable for more than ten years after the date on which it is granted. 

6.4 Payment. The Committee shall establish procedures governing the exercise of Options, which shall require that written notice
of exercise be given and that the Option price be paid in full in cash or cash equivalents, including by personal check, at the time of exercise or pursuant to any arrangement that the Committee shall approve. The Committee may, in its discretion,
permit a Participant to make payment (i) by tendering, either by actual delivery of shares or by attestation, shares of Stock already owned by the Participant valued at its Fair Market Value on the date of exercise (if such Stock has been owned
by the Participant for at least six months) or (ii) by electing to have the Company retain Stock which would otherwise be issued on exercise of the Option, valued at its Fair Market Value on the date of exercise. As soon as practicable after
receipt of a written exercise notice and full payment of the exercise price, the Company shall deliver to the Participant a certificate or certificates representing the acquired shares of Stock. 

6.5 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of any Participant
affected thereby, to cause any Incentive Stock Option previously granted to fail to qualify for the Federal income tax treatment afforded under Section 421 of the Code. 

  
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 SECTION 7 
 STOCK APPRECIATION RIGHTS 
 7.1 SAR’s In Tandem with Options.
Stock Appreciation Rights may be granted to Participants in tandem with any Option granted under the Plan, either at or after the time of the grant of such Option, subject to such terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine. Each Stock Appreciation Right shall only be exercisable to the extent that the corresponding Option is exercisable, and shall terminate upon termination or exercise of the corresponding Option. Upon the
exercise of any Stock Appreciation Right, the corresponding Option shall terminate. 
 7.2 Other Stock Appreciation
Rights. Stock Appreciation Rights may also be granted to Participants separately from any Option, subject to such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine. 

SECTION 8 

RESTRICTED STOCK 
 8.1 Grant of Restricted Stock. The Committee may grant Restricted Stock to Participants at such times and in such amounts, and subject to such other terms and conditions not inconsistent with the
Plan as it shall determine. Each grant of Restricted Stock shall be subject to such restrictions, which may relate to continued employment with the Company, performance of the Company, or other restrictions, as the Committee may determine. Each
grant of Restricted Stock shall be evidenced by a written agreement setting forth the terms of such Award. 
 8.2 Removal of
Restrictions. The Committee may accelerate or waive such restrictions in whole or in part at any time in its discretion. 

SECTION 9 

STOCK BONUSES 
 9.1 Grant of Stock Bonuses. The Committee may grant a Stock Bonus to a Participant at such times and in such amounts, and subject to such other terms and conditions not inconsistent with the Plan,
as it shall determine. 
 9.2 Effect on Compensation. The Committee may from time to time determine to grant a Stock
Bonus in lieu of salary or cash bonuses otherwise payable to a Participant. 
 SECTION 10 

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN 
 10.1 General. The Board may from time to time amend, modify or terminate any or all of the provisions of the Plan, subject to the provisions of this Section 10.1. The Board may not change the
Plan in a manner which would prevent outstanding Incentive Stock Options granted under the Plan from being Incentive Stock Options without the consent of the optionees concerned. Furthermore, the Board may not make any amendment which would
(i) materially modify the requirements for participation in the Plan, (ii) increase the number of shares of Stock subject to Awards under the Plan or to any one Employee pursuant to Section 5.1, or (iii) change the minimum
exercise price for Stock Options as provided in Section 6.2, in each case without the consent and approval of the holders of a majority of the outstanding shares of Stock entitled to vote thereon. No amendment or modification shall affect the
rights of any Employee with respect to a previously granted Award, nor shall any amendment or modification affect the rights of any Eligible Director pursuant to a previously granted Director Award. 

10.2 Termination of Plan. No further Options shall be granted under the Plan subsequent to December 31, 2015, or such earlier
date as may be determined by the Board. 

  
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 SECTION 11 
 MISCELLANEOUS PROVISIONS 
 11.1 Beneficiary Designation. Each
Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingent or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of
his death. Each designation will revoke all prior designations by the same Participant shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee. In the absence of any such designation,
Awards outstanding at death may be exercised by the Participant’s surviving spouse, if any, or otherwise by his estate, subject to the terms and conditions of the Award. 
 11.2 No Guarantee of Employment or Participation. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s
employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Awards.

 11.3 Tax Withholding. The Company shall have the power to withhold, or require a Participant remit to the Company, an
amount sufficient to satisfy federal, state, and local withholding tax requirements on any Award under the Plan, and the Company may defer issuance of Stock until such requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose, (i) to have shares of Stock otherwise issuable under the Plan withheld by the Company or (ii) to deliver to the Company previously acquired shares of Stock, in
each case having a Fair Market Value sufficient to satisfy all or part of the Participant’s estimated total federal, state and local tax obligation associated with the transaction. 

11.4 Change of Control. On the date of a Change of Control, all outstanding options and stock appreciation rights shall become
immediately exercisable and all restrictions with respect to Restricted Stock shall lapse. “Change of Control” shall mean: 
 (i) The acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Act (excluding any acquisition or holding by
(i) the Company or its subsidiaries or (ii) any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 50% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

 (ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for the election by the Company’s stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or 

(iii) Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of
the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or
consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. 

11.5 Company Intent. The Company intends that the Plan comply in all respects with Rule 16b-3 under the Act, and any ambiguities
or inconsistencies in the construction of the Plan shall be interpreted to give effect to such intention. 

  
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 11.6 Requirements of Law. The granting of Awards and the issuance of shares of Stock
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. 
 11.7 Nontransferability of Awards. Except as otherwise provided by the Committee, Awards under the Plan are not transferable, except by will or by the laws of descent and distribution. 

11.8 Agreements with Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written agreement as is determined by the Committee or its designee. 

11.9 Effective Date. The Plan shall be effective upon its adoption by the Board subject to approval by the affirmative vote of the
holders of a majority of the shares of Stock present in person or by proxy at the 2006 stockholders’ meeting. 
 11.10
Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Virginia. 

  
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