**Exhibit 10.1**

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**BEHRINGERHARVARD OPPORTUNITY REIT I, INC.AMENDED AND RESTATED 2004 INCENTIVE AWARD PLAN**

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**AMENDEDAND RESTATED STOCK OPTION AGREEMENT**

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This Amended and RestatedStock Option Agreement amends and restated that certain Stock Option Agreementdated              ,200     pursuant to which Behringer Harvard OpportunityREIT I, Inc., a Maryland corporation (the “Company”), granted to theoptionee named below (“Optionee”) an option (this “Option”) to purchase thetotal number of shares shown below of Common Stock of the Company (“Shares”) atthe exercise price per share set forth below (the “Exercise Price”), subject toall of the terms and conditions of such Stock Option Agreement and theBehringer Harvard Opportunity REIT I, Inc. Amended and Restated 2004Incentive Award Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shallhave the meanings ascribed to them in the Plan. The terms and conditions of the Plan are incorporated herein byreference.

 
| Shares  Subject to Option: |   | 5,000                  |   |
|----------------------------|--------|------------------------|--------|
|                       |   |                   |   |
| Exercise  Price Per Share: |   | $                      | 9.10   |   |
|                       |   |                   |   |
| Expiration  Date:          |   | December 31, 2012 |   |
|                            |        |                        |        |  |

 

Vesting:  Shares subject to issuance under this Optionshall be eligible for exercise in accordance with the vesting schedule (andother terms) set forth in Section 10 of this Amended and Restated StockOption Agreement.

 

*IN WITNESS WHEREOF*, this Amendedand Restated Stock Option Agreement has been executed by the Company by a dulyauthorized officer as of the date specified hereon.

 
|   | BEHRINGER  HARVARD OPPORTUNITY REIT I, INC. |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         |   |
|   |                                        |

 
| Original  Grant Date: |   |   |
|-----------------------|--------|--------|

 
|   |   | Type  of Stock Option Intended:    |
|--------|--------|------------------------------------|
|   |   |                               |
|   |   | Incentive Stock Option  (ISO)      |
|   |   |                               |
| XX     |   | Non-Qualified  Stock Option (NQSO) |

 

Optionee hereby acknowledgesreceipt of a copy of the Plan, represents that Optionee has read andunderstands the terms and provisions of the Plan, and accepts this Optionsubject to all the terms and conditions of the Plan and this Amended andRestated Stock Option Agreement. Optionee acknowledges that there may be adverse tax consequences uponexercise of this Option or disposition of Shares purchased by exercise of thisOption, and that Optionee should consult a tax adviser prior to such exerciseor disposition.

 
|   |                |
|--------|---------------------|
|   | [Name  of Optionee] |

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# **1.****            *****Exercise Period of Option.***  Subject to the terms and conditions of thisAmended and Restated Stock Option Agreement and the Plan, and unless otherwisemodified in writing signed by the Company and Optionee, this Option may beexercised with respect to all of the Shares subject to this Option only inaccordance with the vesting schedule set forth in Section 10 below.

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# **2.****            *****Restrictions on Exercise*****.**  This Option may not be exercised, unless suchexercise is in compliance with the Securities Act of 1933 and all applicablestate securities laws, as they are in effect on the date of exercise, and therequirements of any stock exchange or national market system on which theCompany’s Shares may be listed at the time of exercise.  Optionee understands that the Company isunder no obligation to register, qualify or list the Shares subject to thisOption with the Securities and Exchange Commission (“SEC”), any statesecurities commission or any stock exchange to effect such compliance.  Also, this Option may not be exercised withinthe first six (6) months of the Grant Date noted hereon (except insituations otherwise allowed by this Option and Section 7(e)(8)(B) ofthe Fair Labor Standards Act) if the Optionee is currently, at the time ofexercise, or has been at any time within the two (2) year period immediatelypreceding exercise, a non-exempt (as defined in the Fair Labor Standards Act)employee of the Company.

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# **3.****            *****Termination of Option***.

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## (a)           *Terminationfor Cause.* If Optioneeceases to perform services for the Company, or any Parent or Subsidiary, forCause, this Option shall immediately be forfeited, along with any and allrights or subsequent rights attached thereto, as of the Termination Date.  For this purpose, “Cause” shall be defined asset forth in the written employment agreement between the Optionee and theCompany, or, if no such written agreement exists or if “Cause” is not definedin such written employment agreement, “Cause” shall be defined as set forth inthe Plan, or, if not defined in the Plan, “Cause” shall mean actions oromissions harmful to the Company as determined by the Board in its sole andabsolute discretion.

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## (b)           *No Rightto Employment or Other Relationship.* Nothing in the Plan or this Amended andRestated Stock Option Agreement shall confer on Optionee any right to continuein the employ of, or other relationship with, the Company, or any Parent orSubsidiary, or limit in any way the right of the Company, or any Parent orSubsidiary, to terminate Optionee’s employment or other relationship at anytime, with or without cause.

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# **4.****            *****Manner of Exercise***.

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## (a)           *ExerciseAgreement.*  This Optionshall be exercisable by delivery to the Company of an executed Exercise andStockholder Agreement (“Exercise Agreement”) in such form as may be approved oraccepted by the Company, which shall set forth Optionee’s election to exercisethis Option with respect to some or all of the Shares subject to this Option,the number of Shares subject to this Option being purchased, and anyrestrictions imposed on the Shares subject to this Option (including, withoutlimitation, vesting or performance-based restrictions, rights of the Company tore-purchase Shares acquired pursuant to the exercise of an Option, votingrestrictions, investment intent restrictions, restrictions on transfer, “firstrefusal” rights of the Company to purchase Shares acquired pursuant to theexercise of an Option prior to their sale to any other person, “drag along”rights requiring the sale of shares to a third party purchaser in certaincircumstances, “lock up” type restrictions in the case of an initial publicoffering of the Company’s stock, restrictions or limitations that would beapplied to stockholders under any applicable restriction agreement among thestockholders, and restrictions under applicable federal securities laws, underthe requirements of any stock exchange or market upon which such Shares arethen listed and/or traded, and/or under any blue sky or state securities lawsapplicable to such Shares).  The Companymay modify the required Exercise Agreement at any time for any reasonconsistent with the Plan.  If theOptionee receives a hardship distribution from a Code §401(k) plan of theCompany, or any Parent or Subsidiary, this Option may not be exercised duringthe six (6) month period following the hardship withdrawal (unless theCompany determines that such exercise would not jeopardize thetax-qualification of such Code §401(k) plan).

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## (b)           *ExercisePrice.* Such Exercise Agreement shall beaccompanied by full payment of the Exercise Price for the Shares being purchased.  Payment for the Shares being purchased may bemade in U.S. dollars in cash (by check), or by delivery to the Company of anumber of Shares which have been owned and completely paid for by the holderfor at least six (6) months prior to the date of exercise (*i.e.*, “mature shares” for accountingpurposes) having an aggregate fair market value equal to the amount to betendered, or a combination thereof.  Inaddition, this Option may be exercised through a brokerage transactionfollowing registration of the Shares under Section 12 of 

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## the Securities Exchange Actof 1934 as permitted under the provisions of Regulation T promulgated by theFederal Reserve Board applicable to cashless exercises.

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## (c)           *WithholdingTaxes.*  Prior to the issuance of Sharesupon exercise of this Option, Optionee must pay, or make adequate provisionfor, any applicable federal or state withholding obligations of theCompany.  Optionee may provide forpayment of withholding taxes upon exercise of the Option by requesting that theCompany retain Shares with a Fair Market Value equal to the minimum amount oftaxes required to be withheld.  In suchcase, the Company shall issue the net number of Shares to Optionee by deductingthe Shares retained from the Shares exercised.

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## (d)           *Issuanceof Shares.* Provided thatsuch Exercise Agreement and payment are in form and substance satisfactory tocounsel for the Company, the Company shall cause the Shares purchased to beissued in the name of Optionee or Optionee’s legal representative.  Optionee shall not be considered aStockholder until such time as Shares have been issued as noted on thestockholder register of the Company.

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# **5.****            *****Notice of Disqualifying Disposition of ISO Shares*****.**  If this Option is an ISO, andif Optionee sells or otherwise disposes of any of the Shares acquired pursuantto this ISO on or before the later of (a) the date two (2) yearsafter the Grant Date, or (b) the date one (1) year after exercise ofthe ISO, with respect to the Shares to be sold or disposed, Optionee shall andhereby agrees to immediately notify the Company in writing of such sale ordisposition.  Optionee acknowledges andagrees that Optionee may be subject to income tax withholding by the Company onthe compensation income recognized by Optionee from any such early dispositionby payment in cash or out of the current wages or earnings payable to Optionee,and Optionee agrees to remit same to Company upon request.  Optionee also hereby agrees that Optioneeshall include the compensation from such early disposition in the Optionee’sgross income for federal tax purposes.

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# **6.****            *****Nontransferability of Option*****.**  This Option may not be transferred in anymanner, other than by will or by the laws of descent and distribution.  In addition, except as expressly permittedunder the Plan for NQSOs, during Optionee’s lifetime, this Option may only beexercised Optionee.  The terms of thisOption shall be binding upon the executor, administrators, successors andassigns of Optionee.  However, if thisOption is a NQSO, it may be transferred to the extent allowed by the Plan.

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# **7.****            *****Tax Consequences*****.**  Optionee understands that the grant andexercise of this Option, and the sale of Shares obtained through the exerciseof this Option, may have tax implications that could result in adverse taxconsequences to Optionee.  Optioneerepresents that Optionee has consulted with, or will consult with, his or hertax advisor; Optionee further acknowledges that Optionee is not relying on theCompany for any tax, financial or legal advice; and it is specificallyunderstood by the Optionee that no representations or assurances are made as tothe qualification of this Option as an ISO or as to any particular taxtreatment with respect to the Option. Optionee also acknowledges that exerciseof an ISO option must generally occur within ninety (90) days of termination ofemployment, regardless of any longer period allowed by this Amended andRestated Stock Option Agreement.

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# **8.****            *****Interpretation*****.**  Any dispute regarding the interpretation ofthis Amended and Restated Stock Option Agreement shall be submitted to theBoard or the Committee, which shall review such dispute in accordance with thePlan.  The resolution of such a disputeby the Board or Committee shall be final and binding on the Company and Optionee.

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# **9.****            *****Entire Agreement and Other Matters*****.**  The Plan and the ExerciseAgreement are incorporated herein by this reference.  Optionee acknowledges and agrees that thegranting of this Option constitutes a full accord, satisfaction and release ofall obligations or commitments made to Optionee by the Company or any of itsofficers, directors, stockholders or affiliates with respect to the issuance ofany securities, or rights to acquire securities, of the Company or any of itsaffiliates.  This Amended and RestatedStock Option Agreement, the Plan and the Exercise Agreement constitute theentire agreement of the parties hereto, and supersede all prior understandingsand agreements with respect to the subject matter hereof.  This Amended and Restated Stock OptionAgreement and the underlying Option are void *ab initio*unless this Certificate has been executed by the Optionee and the Optionee hasagreed to all terms and provisions hereof.

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# **10.****         *****Vesting and Exercise of Shares*****. **Subject to the terms of thePlan, this Amended and Restated Stock Option Agreement and the ExerciseAgreement, the Optionee shall be entitled to purchase, pursuant to the exercise

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# of this Option, thepercentage of the Shares subject to this Option shown below during the calendaryear specified below:

 
| **Vesting Schedule:**            | ** ** |
|----------------------------------|------------|
| **Percentage Exercisable:** | ** ** | **Year Exercisable:** | ** ** |
| 25%                              |       | 2010 |   |
| 25%                              |       | 2011 |   |
| 50%                              |       | 2012 |   |

 

If Optionee does notexercise such percentage of Shares exercisable during the calendar yearspecified above, such percentage of the Option shall be forfeited and no longerbe exercisable.  If the above calculationof Shares available for purchase through exercise of this Option would resultin a fraction, any fraction will be rounded to zero.  Notwithstanding the foregoing, if there aTriggering Event (as defined below) occurs, all of the Shares subject to thisOption that have not already vested and become exercisable shall accelerate andmay be exercised only during the period from the date of the Triggering Eventthrough and including December 31 of the calendar year in which theTriggering Event occurs (and may no longer be exercised according to thevesting schedule set forth above in this Section 10).  “Triggering Event” shall mean the date thateither (1) any one person, or more than one person acting as a group,acquires ownership of stock of the Company that, together with stock held bysuch person or group, constitutes more than 50% of the total fair market valueor total voting power of the stock of the Company, (2) any one person, ormore than one person acting as a group that are unrelated to the Company,acquires (or has acquired during the 12-month period ending on the date of themost recent acquisition by such person or persons) assets from the Company thathave a total gross fair market value equal to or more than 40% of the totalgross fair market value of all of the assets of the Company, (3) the datethat during a 12-month period 30% of the voting power of the stock is acquired,or (4) during a 12-month period, a majority of the members of the board ofdirectors are replaced.

 

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