**Exhibit 10.1**

APPLE FUND MANAGEMENT, LLC 

EXECUTIVE SEVERANCE PAY PLAN 

The Apple Fund Management, LLC Executive Severance Pay Plan (the “Plan”) was originally adopted by Apple Hospitality Two, Inc. as ofAugust 23, 2005. Apple REIT Six, Inc., a Virginia corporation (“Apple”), which is the parent company of Apple Fund Management LLC, a Virginia limited liability company (the “Company”), now sponsors and maintains the Plan andhas amended and restated the Plan as of January 1, 2009. The Plan provides severance or income protection benefits to Executives who have been designated as Participants by the Compensation Committee of the Board of Directors of Apple pursuantto the Plan. 

ARTICLE I 

PURPOSES 

The Board of Directors of Apple (the “Board”) has determined that it is in the best interests of Apple and itsshareholders to assure that the Company will have the continued services of certain executives, in the event of the possibility or occurrence of a Change in Control of Apple. The Board believes that this objective may be achieved by giving keyexecutives assurances of financial security in case of a pending or threatened Change in Control, so that they will not be distracted by personal risks and will continue to devote their full time and best efforts to the performance of their duties.In order to accomplish these objectives, the Board has caused Apple to adopt this Plan. 

ARTICLE II 

CERTAIN DEFINITIONS 

When used in this Plan,the terms specified below shall have the following meanings: 

2.1 “Annual Base Salary” means an amount equal to twelvetimes the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company in respect of the 12-month period immediately preceding the month which contains the Effective Date.

2.2 “Annual Bonus” means an amount equal to the annual bonus paid to the Executive by the Company during the calendaryear immediately preceding the year which contains the Effective Date. 

2.3 “Apple” means Apple REIT Six, Inc. (the parentcompany of the Company) or any successor thereto. 

2.4 “Cause” means (a) the Executive’s continued or deliberateneglect of his or her duties, (b) willful misconduct by the Executive injurious to the Company or Apple, whether monetary or otherwise, (c) the Executive’s violation of any code or standard of ethics generally applicable to employeesof the Company or Apple, (d) the Executive’s active disloyalty to the Company or Apple, (e) the Executive’s conviction of a felony, (f) the Executive’s habitual drunkenness or drug abuse or (g) the Executive’sexcessive absenteeism unrelated to a disability (as defined in the Company’s long-term disability plan). 

2.5 “Change in Control” means: 

(a) any person, including a “group” as defined in Section 13(d) (3) of the Securities and Exchange Act of 1934, asamended (the “Act”), becomes the owner or beneficial owner of Apple securities having 20% or more of the combined voting power of the then outstanding Apple securities that may be cast for the election of Apple’s directors (other thanas a result of an issuance of securities initiated by Apple, or open market purchases approved by the Apple Board, as long as the majority of the Apple Board approving the purchases is also the majority at the time the purchases are made); or

(b) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other businesscombination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of Apple before such transactions cease to constitute a majority of the Apple Board, or any successor’s board, withintwo years of the last of such transactions. 

2.6 “Code” means the Internal Revenue Code of 1986, as amended. 

2.7 “Company” means Apple Fund Management, LLC or any successor thereto. 

2.8 “Effective Date” means the date while this Plan is in effect on which a Change in Control occurs. Notwithstanding anything in thisPlan to the contrary, if a Change in Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause prior to the date on which a Change in Control occurs, and if it is reasonably demonstrated by theExecutive that such termination of employment (a) was at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, or (b) otherwise arose in connection with or in anticipation of a Change inControl, then for all purposes of the Plan, “Effective Date” shall be deemed to have occurred on the date immediately prior to the Termination Date. 

2.9 “Employment Period” means the period commencing on the Effective Date and ending on the first anniversary of such date. 

2.10 “Executive or Participant” David Buckley, Kristian Gathright, Justin Knight, David McKenney, Bryan Peery or any other employee ofthe Company at the level within Apple of Senior Vice President or above designated by the Committee to be eligible to participate in this Plan. 

2.11 “Excise Taxes” means the excise tax imposed by Section 4999 of the Code including any interest or penalties incurred by the Executive with respect to such excise tax. 

2.12 “Good Reason” means any action by the Company without the Executive’s consent that results in any of the following: (a) areduction of the Executive’s annual salary to an amount which is materially less than the amount of the Executive’s Annual Base Salary; (b) a material reduction in the Executive’s duties with the Company, provided that a changein title or position shall not be “Good Reason” absent a material reduction in duties; or (c) a relocation of more than 50 miles from the Executive’s workplace of 814 East Main Street, Richmond, Virginia 23219, without theconsent of the Executive. 

 

2 

An act or omission shall not constitute Good Reason under this Section 2.12 unless (a) theExecutive gives written notice to the Company indicating that the Executive intends to terminate employment under this Section 2.12, (b) the Executive’s termination occurs within 60 days after the Executive knows or reasonably shouldknow of an event described in this section, or within 60 days after the last in a series of such events, and (c) the Company has failed to remedy the event described in this section as the case may be, within 30 days after receiving theExecutive’s written notice. If the Company remedies the event described in this section, within 30 days after receiving the Executive’s written notice, the Executive may not terminate employment under this Section 2.12 on account ofthe event specified in the Executive’s notice. 

2.13 “Performance Period” means each period of time designated inaccordance with any annual bonus which is based upon performance. 

2.14 “Termination Date” means the date of terminationof the Executive’s employment with the Company as a common law employee. 

ARTICLE III 

PLAN TERM 

The term of the Plan shall beindefinite, provided however the Company shall have the right to amend or terminate the Plan at any time for any reason. Notwithstanding the preceding sentence, (i) no amendment or termination may be made to the Plan and the Plan may not beterminated during the period beginning on the date on which the Company enters into any agreement that would, if the transactions contemplated in the agreement were given effect, result in a Change in Control and ending on the earlier of(A) one year after the date on which the Change in Control contemplated by such agreement occurs or (B) if such agreement terminates, is cancelled or otherwise ceases to be in effect without giving rise to a Change in Control, the date onwhich such agreement terminates, is cancelled or otherwise ceases to be in effect, and (ii) no amendment or termination shall reduce the benefits payable to an Executive who is then currently receiving a benefit under the Plan, in either casewithout the consent of the affected Participant(s). Unless otherwise specified by the Board, the term of the Plan shall end automatically on the first anniversary of any Change in Control that occurs while this Plan is in effect. Subject toSection 2.8, if an Executive’s Termination Date is prior to a Change in Control, this Plan shall terminate with respect to such Executive without further obligation to the Executive or his legal representatives. 

ARTICLE IV 

OBLIGATIONS OF THE COMPANY UPONTERMINATION 

4.1 If by the Company other than for Cause or by an Executive for Good Reason. Subject to Section 4.3, if duringthe Employment Period, the Company shall terminate an Executive’s employment other than for Cause, or if an Executive shall terminate employment for Good Reason, the Company’s obligations to such Executive shall be as follows: 

(a) The Company shall pay to the Executive a single lump sum cash payment equal to the sum of the following amounts: 

(i) to the extent not previously paid, the salary and any accrued paid time off through the date of termination; 

 

3 

(ii) an amount equal to the product of (i) the Annual Bonus multiplied by(ii) a fraction, the numerator of which is the number of days employed by the Company during the calendar year in which the termination occurs, and the denominator of which is 365; 

(iii) an amount equal to two and one-half (2  1/2 ) times the sum of the Executive’s Annual Base Salary and the Annual Bonus. 

The single lump sum cash payment shall be made on or as soon as administrativelypracticable after the later of the Termination Date or the date on which the Executive has signed the release described in Section 9.4 below and any period for revocation of such release has passed, but in any event not later than March 15th of the year immediately following the calendar year in which the Executive’s termination of employment occurs. 

(b) The Executive shall become fully vested in any and all stock incentive awards granted to the Executive under any plan or otherwisewhich have not become exercisable as of the date of the Change in Control and all stock options (including options vested as of the Change in Control) shall remain exercisable until the earlier of (i) the original expiration date or(ii) the tenth anniversary of the original grant date. All forfeiture conditions that as of a Change in Control are applicable to any stock option, deferred stock unit, restricted stock or restricted share units awarded to the Executive by theCompany shall lapse immediately. 

(c) Except as provided in subsections (d) and (e), for a one year period followingthe Executive’s termination of employment, the Company shall arrange to provide the Executive and his family welfare benefits (including, without limitation, medical, dental, health, disability, individual life and group life insurancebenefits) which are at least as favorable as those provided under the most favorable welfare plans of the Company applicable with respect to the Executive and his family during either the (i) 90-day period immediately preceding the Change inControl, or (ii) the 90-day period immediately preceding the Executive’s Termination Date. Notwithstanding the foregoing, if the Executive obtains comparable coverage under any welfare benefits provided by another employer, then the amountof coverage required to be provided by the Company hereunder shall be reduced by the amount of coverage provided by such other employer’s welfare benefit plans. 

(d) The Executive’s rights under this Section shall be in addition to and not in lieu of any post-termination continuation coverageor conversion rights the Executive may have pursuant to applicable law, including, without limitation, continuation coverage required by Section 4980B of the Code (“COBRA Continuation Coverage”). If the Executive elects to receiveCOBRA Continuation Coverage, the Company shall pay all of the required premiums for the Executive and/or the Executive’s family for the 12 months following the Executive’s Termination Date. 

 

4 

(e) If the Executive elects to convert any group term life insurance to an individualpolicy, the Company shall pay all premiums for 12 months and the Executive shall cease to participate in the Company’s group term life insurance. 

(f) The Company shall, at its sole expense, as incurred, pay on behalf of Executive up to $15,000 in reasonable fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provideoutplacement service for one year after the Termination Date. 

(g) If the Executive’s employment with the Company as acommon law employee is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company’s re-engagement of the Executive as a consultant, an advisor or otherwise as an independent contractor to the Company shallnot prohibit the Executive from receiving the payments and benefits provided in this Section 4.1. 

4.2 If by the Company for Causeor by the Executive other than for Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment for Cause or if the Executive terminates employment other than for Good Reason (including death ordisability), this Plan shall terminate with respect to such Executive without further obligation by the Company, other than the obligation to pay to the Executive in cash the Executive’s unpaid salary through the Termination Date, plus anyaccrued paid time off, in each case to the extent not previously paid. 

4.3 Employment by Successor or other Apple Company.Notwithstanding anything to the contrary in this Plan, an Executive shall not be entitled to any of the benefits described in Section 4.1 if, upon or immediately after a Change in Control, the Executive is offered a position with a title,responsibilities and compensation reasonably comparable to the title, responsibilities and compensation of the Executive with the Company preceding the Change in Control by either (1) the purchaser or other successor-in-interest to the Companyor a substantial portion of its assets or business, or (2) any other company organized by Glade M. Knight that is either a real estate investment trust or otherwise involved in the acquisition, management, operation and/or disposition of realproperty (or any subsidiary of any such company), including, without limitation, hotels, and the Executive does not accept such position. In the event any Executive is offered and accepts a position of the type described in the preceding sentencewith any company described in either clause (1) or (2) of the preceding sentence, then, for purposes of this Plan, the employment of the Executive by the Company shall conclusively be deemed not to have been terminated, and the companydescribed in either clause (1) or (2) of the preceding sentence shall thereafter be deemed to constitute the “Company” for purposes of the interpretation and application of Section 4.1 and Section 4.2 of this Plan.

ARTICLE V 

CERTAIN LIMITATIONSON PAYMENTS BY THE COMPANY 

Notwithstanding anything in the Plan to the contrary, if any payment (other than those payments required underArticle VI) which an Executive has the right to receive from the Company or any affiliated entity or any payment or benefits under any plan maintained by the Company or any affiliated entity would otherwise constitute an “excess parachutepayment” (as 

 

5 

defined in Code section 280G), to the extent the Executive would be entitled to a smaller net after Excise Tax benefit hereunder as a result of the paymentof such “excess parachute payments,” payments due hereunder must be reduced (but not below zero) to the largest amount that will result in no portion of any such payment being subject to an Excise Tax. The determination of any reductionpursuant to this subsection must be made by the Company in good faith, before any such payments are due and payable to a Participant. 

ARTICLE VI 

EXPENSES AND INTEREST 

6.1 Legal Fees and Other Expenses. The Company will reimburse all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) that are incurred by the Executive to enforcethis Plan and that result from a breach of this Plan by the Company. To the extent any such reimbursement to which the Executive is or may be entitled under this Section 6.1 constitutes a “deferral of compensation” for purposes ofSection 409A of the Code, then, in addition to the foregoing, the following terms and conditions shall apply: (i) any such reimbursement of an eligible expense shall be paid to the Executive as soon as administratively practicable afterthe Executive submits a valid claim for reimbursement, but in any event no later the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of expenses eligible for reimbursement in onetaxable year shall not affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to a reimbursement under this Section 6.1 shall not be subject to liquidation or exchange for another benefit. 

6.2 Interest. If the Company does not pay any amount due to the Executive under this Plan within three days after such amount became due andowing, interest shall accrue on such amount from the date it became due and owing until the date of payment at a annual rate equal to 200 basis points above the base commercial lending rate published in The Wall Street Journal in effect from time totime during the period of such nonpayment. 

ARTICLE VII 

NO SET-OFF OR MITIGATION 

7.1 No Set-off by Company. The Executive’s right to receive when duethe payments and other benefits provided for under this Plan is absolute, unconditional and subject to no set-off, counterclaim or legal or equitable defense. Any claim which Apple or the Company may have against the Executive, whether for a breachof this Plan or otherwise, shall be brought in a separate action or proceeding and not as part of any action or proceeding brought by the Executive to enforce any rights against the Company under this Plan. 

7.2 No Mitigation. The Executive shall not have any duty to mitigate the amounts payable by the Company under this Plan by seeking new employmentfollowing termination. Except as specifically otherwise provided in this Plan, all amounts payable pursuant to this Plan shall be paid without reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payableto the Executive as the result of the Executive’s employment by another employer. However, nothing in this Section 7.2 shall affect the provisions of Section 4.3. 

 

6 

ARTICLE VIII 

NON-EXCLUSIVITY OF RIGHTS 

8.1 Waiver of Other Severance Rights. To the extent that payments aremade to the Executive pursuant to Section 4.1 of this Plan, the Executive hereby waives the right to receive benefits under any plan or agreement of Apple, the Company or their subsidiaries which provides for severance benefits, including anyseverance benefits that may be provided for under any employment agreement or payable due to the termination of any employment agreement. 

8.2 Other Rights. Except as provided in Section 8.1, this Plan shall not prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans provided by Apple, the Company orany of their subsidiaries and for which the Executive may qualify, nor shall this Plan limit or otherwise affect such rights as the Executive may have under any other agreements with Apple, the Company or any of their subsidiaries. Amounts which arevested benefits or which the Executive is otherwise entitled to receive under any plan of Apple, the Company or any of their subsidiaries and any other payment or benefit required by law shall be payable in accordance with such plan or applicablelaw except as expressly modified by this Plan. 

ARTICLE IX 

MISCELLANEOUS 

9.1 No Assignment. The Executive’s rights under this Plan may not be assigned ortransferred in whole or in part, except that the personal representative of the Executive’s estate will receive any amounts payable under this Plan after the death of the Executive. This Plan shall inure to the benefit of and be enforceable bythe Executive’s legal representatives. 

9.2 Successors. The rights and obligations of the Company under this Plan will inure tothe benefit of and will be binding upon the successors and assigns of the Company. Before or upon a Change in Control, Apple or the Company shall obtain the agreement of the surviving or acquiring corporation that it will succeed to theCompany’s rights and obligations under this Plan. 

9.3 Rights Under the Plan. The right to receive benefits under the Plan willnot give the Executive any proprietary interest in Apple, the Company or any of their assets. Benefits under the Plan will be payable from the general assets of the Company, and there will be no required funding of amounts that may become payableunder the Plan. The Executive will for all purposes be a general creditor of the Company. The interest of the Executive under the Plan cannot be assigned, anticipated, sold, encumbered or pledged and will not be subject to the claims of theExecutive’s creditors. 

9.4 Release. Notwithstanding anything in this Plan to the contrary, in consideration for and as acondition to receiving any payments under this Plan, the Executive must execute a written release in a form provided by the Company. In addition to any other provisions determined by the Company, the release may provide that the Executive agrees,for himself or herself and his or her heirs, representatives, successors and assigns, that the Executive has finally and permanently separated from employment with the Company, and that he or she waives, 

 

7 

releases and forever discharges the Company and Apple from any and all claims, known or unknown, that he or she has or may have, including but not limited tothose relating to or arising out of his or her employment with the Company and the termination thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation,liability in tort, any claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, or any other federal, state or local lawrelating to employment, employee benefits or the termination of employment, excepting only any claims to vested retirement benefits. 

9.5Notice. For purposes of this Plan, notices and all other communications must be in writing and are effective when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive orhis personal representative at his last known address. All notices to the Company must be directed to the attention of the Corporate Secretary. Such other addresses may be used as either party may have furnished to the other in writing. Notices ofchange of address are effective only upon receipt. 

9.6 Miscellaneous. The Executive and the Company agree that, effective as of theexecution of this Plan, any prior Change in Control Plan between the Executive and the Company is null and void. This instrument contains the entire agreement of the parties. To the extent not governed by federal law, this Plan will be construed inaccordance with the laws of the Commonwealth of Virginia, without reference to its conflict of laws rules. In addition, as applicable the Plan shall be administered in accordance with Code Section 409A and the regulations thereunder. Noprovisions of this Plan may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Executive and the Company.****A waiver of any breach of or compliance with anyprovision or condition of this Plan is not a waiver of similar or dissimilar provisions or conditions. The invalidity or unenforceability of any provision of this Plan will not affect the validity or enforceability of any other provision of thisPlan, which will remain in full force and effect. This Plan may be executed in one or more counterparts, all of which will be considered one and the same agreement. 

9.7 Tax Withholding. The Company may withhold from any amounts payable under this Plan any federal, state or local taxes that are required to be withheld pursuant to any applicable law or regulation.

 

8 

IN WITNESS WHEREOF, the Company has executed this Plan as of this 16th day of October, 2008. 

 
APPLE FUND MANAGEMENT, LLCBy: /s/ Glade M. KnightTitle: Chief Executive OfficerDate: October 16, 2008APPLE REIT SIX, INC.By: /s/ Glade M. KnightTitle: Chief Executive OfficerDate: October 16, 2008
The below-named Executive agrees to the amendment and restatement of the Plan as ofJanuary 1, 2009, and a counterpart of this signature page shall be attached to the Plan as so amended and restated. 

 
Glade M. Knight[Name of Executive]/s/ Glade M. Knight[Signature of Executive]October 16, 2008[Date]
 

9