Exhibit 10.1
 
 RESTRICTED STOCK UNIT AWARD AGREEMENT
 Company Grantee Effective Date
 Plan
 Advisor Subadvisor
   1.
    
    Grant of Restricted Stock Units.
 
 2.
    
    Vesting.
  (a)
    
    A portion of the Restricted Stock Units shall vest, except as otherwise provided
herein, on the following schedule (each, a Vesting Date, and together, the
Vesting Period):
 Number of Restricted StockUnits for Which theDate
    
    Vesting Period Shall Lapse1st anniversary of the Effective Date
    
    1/32nd anniversary of the Effective Date
    
    1/33rdanniversary of the Effective Date
    
    1/3
 (b)
    
    In the event that, during the Vesting Period, the Grantee has a Termination of
Service (i) by the [Advisor][Subadvisor] for Cause or (ii) by the Grantee for any reason
other than as set forth in paragraph 2(c) below, then the Restricted Stock Units for
which the Vesting Period has not lapsed in accordance with paragraph 2(a) shall
thereupon, and with no further action, be forfeited by the Grantee.
 (c)
    
    In the event that, during the Vesting Period, the Grantee has a Termination of
Service (i) due to his or her death or Disability or (ii) in the event of a Change in
Control, then all Restricted Stock Units granted to the Grantee hereunder shall
immediately vest and shall be settled as provided in paragraph 4
hereunder.




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(d)
    
    In the event that, during the Vesting Period, the Grantee has a Termination of
Service by the [Advisor][Subadvisor] for any reason other than Cause, then the
Restricted Stock Units for which the Vesting Period has not lapsed in accordance with
paragraph 2(a) shall thereupon, and with no further action, be forfeited by the Grantee,
unless otherwise approved by the independent directors of the Company.
 (e)
    
    Except as contemplated above, in the event that the Grantee has a Termination of
Service, any and all of the Grantees Restricted Stock Units which have not vested prior
to or as of such termination shall thereupon, and with no further action, be forfeited
and cease to be outstanding.
 3.
    
    Dividend Equivalent Rights.
 Dividend Payment
 4.
    
    Settlement.
  5.
    
    Restrictions and Conditions.
 (a)
    
    During the three-year period following the Effective Date, the Grantee shall not be
permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or
assign the unvested Restricted Stock Units (except by will or the laws of descent and
distribution).
 (b)
    
    For a period of five years following the Effective Date, the Grantee shall not be eligible
to participate in the Companys discretionary redemption plan, except upon death or qualifying
disability in accordance with the terms and conditions of the Companys discretionary redemption
plan.
 6.
    
    Miscellaneous.
 (a)
    
    The value of a Restricted Stock Unit may decrease depending upon the Fair Market
Value of a Share from time to time. Neither the Company nor the Plan Administrator, nor
any other party associated with the Plan, shall be held liable for any decrease in the
value of the Restricted Stock Units. If the value of such Restricted Stock Units
decrease, there will be a decrease in the underlying value of what is distributed to the
Grantee under the Plan and this Agreement.
 (b)
    
    With respect to this Agreement, (i) the Restricted Stock Units are bookkeeping
entries, (ii) the obligations of the Company under the Plan are unsecured and constitute
a commitment by the Company to make benefit payments in the future, (iii) to the extent
that any person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of any general unsecured creditor of the
Company, (iv) all payments under the Plan (including distributions of Shares) shall be
paid from the general funds of the Company and (v) no special or separate fund shall be
established or other segregation of assets made to assure such payments (except that the
Company may in its discretion
establish a bookkeeping reserve to meet its obligations under the Plan). The award of
Restricted Stock Units is intended to be an arrangement that is unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended.




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(c)
    
    Notwithstanding anything in this Agreement to the contrary, the Company shall be
entitled to recover the Restricted Stock Units granted hereby to the Grantee if (i)
following the Effective Date, the Company discovers that, prior to the Settlement Date,
the Grantee engaged in an act that would have been, but for such latent discovery,
grounds for the Grantees Termination of Service for Cause, or (ii) such recoupment is
provided under any policy issued by the Company, including any policy issued pursuant to
the DoddFrank Wall Street Reform and Consumer Protection Act.
 (d)
    
    THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified except by a written agreement executed by the parties hereto or
their respective successors and legal representatives. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
 (e)
    
    The Plan Administrator may construe and interpret this Agreement and establish,
amend and revoke such rules, regulations and procedures for the administration of this
Agreement as it deems appropriate. In this connection, the Plan Administrator may
correct any defect or supply any omission, or reconcile any inconsistency in this
Agreement or in any related agreements, in the manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective. All decisions and
determinations by the Plan Administrator in the exercise of this power shall be final
and binding upon the Company and the Grantees.
 (f)
    
    All notices hereunder shall be in writing and, if to the Company, shall be
delivered to the Board or mailed to its principal office, addressed to the attention of
the Plan Administrator and, if to the Grantee, shall be delivered personally or mailed
to the Grantee at the address appearing in the records of the Company. Such addresses
may be changed at any time by written notice to the other party given in accordance with
this paragraph 6(f).
 (g)
    
    The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by law.
 (h)
    
    The failure of the Grantee or the Company to insist upon strict compliance with
any provision of this Agreement or the Plan, or to assert any right the Grantee or the
Company, respectively, may have under this Agreement or the Plan, shall not be deemed to
be a waiver of such provision or right or any other provision or right of this Agreement
or the Plan.
 (i)
    
    Nothing in this Agreement shall (i) confer on the Grantee any right to continue
in the service of the Company or its Subsidiaries or otherwise confer any additional
rights or benefits upon the Grantee with respect to the Grantees employment with the
Company or (ii) interfere in any way with the right of the Company or its Subsidiaries
and its stockholders to terminate the Grantees service at any time.
 (j)
    
    This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.




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CAREY WATERMARK INVESTORS INCORPORATEDBy:Name:Title:[GRANTEE]