EX-10.4



 Exhibit 10.4 

FORM OF EMPLOYEE AND DIRECTOR 

INCENTIVE RESTRICTED SHARE PLAN 

OF 
 INLAND RESIDENTIAL
PROPERTIES TRUST, INC. 
 SECTION 1. PURPOSES OF THE PLAN AND DEFINITIONS 

1.1 Purposes. The purposes of the Employee and Director Incentive Restricted Share Plan (this “Plan”) of Inland
Residential Properties Trust, Inc. (the “Company”) are to: 
 (1) provide incentives to selected
Eligible Persons (as defined below) chosen to receive share-based awards because of their ability to improve operations and increase profits of the Company; 

(2) encourage individuals to accept positions with or continue to provide services to the Company, the Business Manager and
Affiliates of the Company, as applicable; and 
 (3) increase the interest of Directors in the Company’s welfare through
their participation in the growth in value of the Company’s Shares. 
 To accomplish these purposes, this Plan provides a means whereby
Eligible Persons may receive Awards. 
 1.2 Definitions. For purposes of this Plan, the following terms have the following meanings:

 “Affiliate” has the meaning ascribed to such term in the Articles of Incorporation. 

“Applicable Laws” means the requirements relating to the administration of Awards under state
corporation laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under this Plan. 
 “Articles of Incorporation” means the articles of incorporation of
the Company, as the same may be amended from time to time. 
 “Award” means any award of
Restricted Shares under this Plan. 
 “Award Agreement” means, with respect to each
Award, the written agreement executed by the Company and the Participant or other written document approved by the Board setting forth the terms and conditions of the Award. 

“Board” means the Board of Directors of the Company. 

“Business Combination” means the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation
or exchange of all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the
Partnership) or the merger, consolidation or other combination of the Partnership with or into another general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust, limited liability
company, limited liability partnership, cooperative or association. 
 “Business Management
Agreement” shall mean that agreement dated            , 2014, by and among the Company, the Business Manager, Inland Residential Properties Trust Special Limited Partner, LLC
and Inland Residential Operating Partnership, L.P. 







 “Business Manager” means the Person or Persons, if any,
appointed, employed or contracted with by the Company to be responsible for directing or performing the day-to-day business affairs of the Company. The initial Business Manager is Inland Residential Business Manager & Advisor, Inc.

 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

 “Company” means Inland Residential Properties Trust, Inc. 

“Director” means a person elected or appointed and serving as a member of the Board in accordance with
the Articles of Incorporation and the Maryland General Corporation Law. 
 “Director
Shares” has the meaning set forth in Section 6. 
 “Effective Date”
has the meaning set forth in Section 15. 
 “Eligible Person” has the meaning set
forth in Section 2. 
 “Fair Market Value” means with respect to Shares:

 (i) If the Shares are listed on any established stock exchange or a national market system, their Fair Market Value shall be the
closing sales price for the Shares, or the mean between the high bid and low asked prices if no sales were reported, as quoted on such system or exchange (or, if the Shares are listed on more than one exchange, then on the largest such exchange) for
the date the value is to be determined (or if there are no sales or bids for such date, then for the last preceding business day on which there were sales or bids), as reported in The Wall Street Journal. 

(ii) If the Shares are not listed, their Fair Market Value shall be: (A) the offering price, net of sales commissions and the dealer
manager fee, if the Shares are granted before the Company begins calculating the estimated value per share pursuant to the Prospectus, and (B) the estimated per share value of the Shares as determined in good faith by the Board once the Company
begins to estimate value per share pursuant to the Prospectus. 
 “Grant Date” has the meaning set forth in
Section 5.1(c). 
 “Investment” or “Investments” means any
investment or investments by the Partnership, directly or indirectly, in Properties, Loans or other Permitted Investments. 

“Investment Liquidity Event” means a liquidation or the sale of all or substantially all the Investments
(regardless of the form in which such sale shall occur, including through a merger or sale of stock or other interests in an entity, and regardless of whether such transaction is taxable or tax-free). For the avoidance of doubt, an Investment
Liquidity Event includes a Business Combination and a Transaction (including a merger in which the Company is the surviving entity). 

“Listing” means the listing of the shares of the Company’s common stock on a national securities
exchange. 
 “Loans” means mortgage loans and other types of debt financing investments
made by the Partnership, either directly or indirectly, including through ownership interests in a joint venture or other entity and including mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction
mortgage loans, loans on leasehold interests, and participations in such loans. 
 “Non-Employee
Director” means a person who is a Director of the Company, but who is not also an employee or officer of the Company or the Business Manager. 

“Partnership” means Inland Residential Operating Partnership, L.P. and any successor of the
Partnership. 

  
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 “Participant” means an Eligible Person who is granted an
Award. 
 “Permitted Investments” means all investments (other than Properties and
Loans) in which the Partnership acquires an interest, either directly or indirectly, including through ownership interests in a joint venture or other entity, pursuant to the certificate of limited partnership filed with the Secretary of State of
the State of Delaware, the limited partnership agreement of the Partnership and the investment objectives and policies adopted by the the Company, as general partner, from time to time, other than short-term investments acquired for purposes of cash
management, and that allow the Company, as general partner, to meet the requirements for qualification as a REIT under the Code and the final, temporary or proposed income tax regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding regulations). 

“Person” means an individual, a corporation, partnership, trust, association, or any other entity.

 “Plan” means this Employee and Director Incentive Restricted Share Plan. 

“Property” or “Properties” means any real property or properties transferred or
conveyed to the Partnership or any subsidiary of the Partnership, either directly or indirectly, and/or any real property or properties transferred or conveyed to a joint venture or partnership in which the Partnership is, directly or indirectly, a
co-venturer or partner. 
 “Prospectus” means the prospectus included in the
Company’s Registration Statement on Form S-11 (Commission File No. 333-199129), as amended or supplemented from time to time. 

“REIT” means a real estate investment trust as defined in Section 856 of the Code.

 “Restricted Period” has the meaning set forth in Section 5.1(e). 

“Restricted Shares” means an Award granted under Section 5.2. 

“Retainer” has the meaning set forth in Section 6.3. 

“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of
the Code and any applicable Treasury regulation or other official guidance promulgated thereunder. 

“Securities Act” means the Securities Act of 1933, as amended from time to time. 

“Shares” means shares of the Company’s Class A common stock, $0.001 par value per share.

 “Termination” means that a Participant has ceased, for any reason and with or without
cause, to be an employee, officer or Director of the Company, an employee or officer of the Business Manager or employee, officer or director of any Affiliate of the Company. However, the term “Termination” shall not include a transfer of
a Participant from the Company to the Business Manager or any Affiliate of the Company or the Business Manager or vice versa, or from any such Affiliate to another, in each case to another position that would be deemed an Eligible
Person under this Plan, or a leave of absence duly authorized by the Company unless the Board has provided otherwise. 

“Transaction” means a merger, consolidation or other combination of the Company with or into another
Person (other than a merger in which the Company is the surviving entity) or sale of all or substantially all of its assets, or any reclassification, or any recapitalization of outstanding common stock of the Company (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or combination of common stock). 

  
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 SECTION 2. ELIGIBLE PERSONS 

Every Eligible Person shall be eligible to receive Awards hereunder as determined by the Board in accordance with the terms and conditions of
this Plan. “Eligible Person” means any individual who, at or as of the Grant Date, is: 
 (a) an employee or officer of the Company
or any Affiliate of the Company; 
 (b) a Director of the Company; 

(c) a director of any Affiliate of the Company; or 

(d) an employee, officer or director of the Business Manager. 

SECTION 3. SHARES SUBJECT TO THIS PLAN 
 The
total number of Shares that may be issued pursuant to Awards shall not exceed 5.0% of the Company’s outstanding Shares on a fully diluted basis at any time and in any event will not exceed 438,404 Shares. The number of Shares reserved for
issuance under this Plan is subject to adjustment in accordance with the provisions for adjustment in Section 5.1. If any Shares awarded under this Plan are forfeited for any reason, the number of forfeited Shares shall again be
available for purposes of granting Awards under this Plan. 
 SECTION 4. ADMINISTRATION 

4.1 Administration. This Plan shall be administered by the Board. Any determinations made and actions taken by the Board with respect to
this Plan other than with respect to the granting and setting the terms and conditions of any Awards under this Plan, shall be made by a majority of its members. Other than for Awards granted to Non-Employee Directors under Section 6,
any determinations made and actions taken by the Board with respect to the granting and setting the terms and conditions of any of any Awards under this Plan shall require the approval of at least seventy-five percent (75%) of its members. 

4.2 Board’s Powers. Subject to the express provisions of this Plan, the Board shall have the authority, in its sole discretion:

 (a) to adopt, amend and rescind administrative and interpretive rules and regulations relating to this Plan; 

(b) to determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; 

(c) to determine the number of Shares that shall be the subject of each Award; 

(d) to determine the terms and provisions of each Award (which need not be identical) and, subject to Section 9, any amendments thereto,
including provisions defining or otherwise relating to: 
 (i) the extent to which the transferability of Shares issued or
transferred pursuant to any Award is restricted; 
 (ii) the effect of Termination on an Award; 

(iii) the effect of approved leaves of absence; and 

(iv) to construe the respective Award Agreements and this Plan. 

(e) to make determinations of the Fair Market Value of Shares; 

  
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 (f) to waive any provision, condition or limitation set forth in an Award Agreement; 

(g) to delegate its duties under this Plan to such agents as it may appoint from time to time; and 

(h) to make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for
administering this Plan, including the delegation of those ministerial acts and responsibilities as the Board deems appropriate. 
 The
Board may correct any defect, supply any omission or reconcile any inconsistency in this Plan, in any Award or in any Award Agreement in the manner and to the extent it deems necessary or desirable to implement this Plan, and the Board shall be the
sole and final judge of that necessity or desirability. The determinations of the Board on the matters referred to in this Section 4.2 shall be final and conclusive. 

4.3 Term of Plan. No Awards shall be granted under this Plan after 10 years from the Effective Date of this Plan. 

SECTION 5. CERTAIN TERMS AND CONDITIONS OF AWARDS 

5.1 All Awards. All Awards shall be subject to the following terms and conditions: 

(a) Changes in Capital Structure. If the number of outstanding Shares is increased by means of a share dividend payable in Shares, a
share split or other subdivision or by a reclassification of Shares, then, from and after the record date for such dividend, subdivision or reclassification, the number and class of Shares subject to this Plan shall be increased or adjusted, as
applicable, in proportion to such increase in outstanding Shares. If the number of outstanding Shares is decreased by means of a reverse share split or other combination or by a reclassification of Shares, then, from and after the record date for
such combination or reclassification, the number and class of Shares subject to this Plan shall be decreased or adjusted, as applicable, in proportion to such decrease in outstanding Shares. 

(b) Certain Corporate Transactions. In the event of any change in the capital structure or business of the Company by reason of any
recapitalization, reorganization, merger, consolidation, split-up, subdivision, combination, exchange of Shares or any similar change affecting the Company’s capital structure or business, then the aggregate number and kind of Shares which
thereafter may be issued under this Plan shall be appropriately adjusted consistent with such change in such manner as the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for,
Participants under this Plan, and any such adjustment determined by the Board in good faith shall be binding and conclusive on the Company and all Participants and employees and their respective heirs, executors, administrators, successors and
assigns. 
 (c) Grant Date. Each Award Agreement shall specify the date of issuance of the Award (the “Grant
Date”). 
 (d) Vesting. Each Award shall vest, and any restrictions thereunder shall lapse, as the case may be, at such
times and in such amounts as may be specified by the Board in the applicable Award Agreement. 
 (e) Nonassignability of Rights.
Awards shall not be transferable during the period or periods set by the Board (the “Restricted Period”) commencing on the Grant Date of such Award, as set forth in the applicable Award Agreement. 

(f) Termination from the Company, the Business Manager or any Affiliate of the Company or Termination of the Business Management
Agreement. The Board shall establish, in respect of each Award when granted, the effect of a Termination or, if applicable, the termination of the Business Management Agreement, on the rights and benefits thereunder and in so doing may, but need
not, make distinctions based upon the cause of termination (such as retirement, death, disability or other factors) or which party effected the termination (the employer, the employee or the Business Manager). 

  
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 (g) Minimum Purchase Price. Notwithstanding any provision of this Plan to the contrary, if
authorized but previously unissued Shares are issued under this Plan, such Shares shall not be issued for a consideration which is less than as permitted under Applicable Laws, and in no event, shall such consideration be less than the par value per
Share multiplied by the number of Shares to be issued. 
 (h) Other Provisions. Each Award Agreement may contain such other terms,
provisions, legends and conditions not inconsistent with this Plan, as may be determined by the Board. 
 5.2 Restricted Shares.
Restricted Shares shall be subject to the following terms and conditions: 
 (a) Grant. The Board may grant one or more Awards of
Restricted Shares to any Participant. Each Award of Restricted Shares shall specify the number of Shares to be issued to the Participant, the Grant Date and the restrictions imposed on the Shares including the conditions of release or lapse of such
restrictions. Upon the issuance of Restricted Shares, the Participant may be required to furnish such additional documentation or other assurances as the Board may require to enforce the restrictions applicable thereto. 

(b) Restrictions. Except as specifically provided elsewhere in this Plan or the Award Agreement regarding Restricted Shares, Restricted
Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions have lapsed and the rights to the Shares have vested. The Board may in its sole discretion
provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance or such other factors or criteria as the Board may determine. 

(c) Rights as a Stockholder. Except as provided in this Section 5 and as otherwise determined by the Board, the Participant
shall have, with respect to Restricted Shares, all of the rights of a holder of Shares including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares
of the Restricted Shares, the right to tender such shares. The Board may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable
Restriction Period. 
 (d) Forfeiture of Restricted Shares. Except to the extent otherwise provided in the applicable Award Agreement,
upon a Participant’s Termination or, if applicable, the termination of the Business Management Agreement, the Participant shall automatically forfeit all Restricted Shares still subject to restriction. 

SECTION 6. DIRECTOR SHARES 
 6.1 Automatic
Grant. Without further action of the Board, each Non- Employee Director shall receive an Award of 54.80 Restricted Shares in January 2015 and 219.20 Restricted Shares thereafter on the date of each annual stockholders’ meeting.
Notwithstanding Section 5.1(c), each such date of receipt of Restricted Shares will be the Grant Date of such Award. 
 6.2
Vesting. Notwithstanding the provisions of Section 5.1(d), Awards of Restricted Shares issued to Non-Employee Directors pursuant to Section 6.1 shall vest over a three-year period following the Grant Date in increments
of 33-1/3% per annum. Notwithstanding the foregoing, 100% of any then unvested Restricted Shares issued to Non-Employee Directors pursuant to Section 6.1 shall become fully vested upon the Company’s consummation of a Listing or
an Investment Liquidity Event. 
 6.3 Election. The Company shall pay to each individual who is a Non-Employee Director an annual fee
in the amount set from time to time by the Board (the “Retainer”). Each Non-Employee Director shall be entitled to receive his or her Retainer exclusively in cash, exclusively in unrestricted Shares (“Director
Shares”) or any portion in cash and Director Shares. Each Non-Employee Director shall be given the opportunity, during the month in which the Non-Employee Director first becomes a Non-Employee Director, and during each December
thereafter, to elect among these choices for the balance of the calendar year (in the case of the election made during the month the Non-Employee Director first becomes a Non-Employee Director) and for the ensuing calendar year (in the case of a
subsequent election made during any December). If the Non-Employee Director chooses to receive 

  
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at least some of his or her Retainer in Director Shares, the election shall also indicate the percentage of the Retainer to be paid in Director Shares. If a Non-Employee Director makes no
election during his or her first opportunity to make an election, the Non-Employee Director shall be assumed to have elected to receive his or her entire Retainer in cash. 

6.4 Issuance. The Company shall make the first issuance of Director Shares to electing Directors on the first business day following the
last day of the full calendar quarter following such election. Subsequent issuances of Director Shares shall be made on the first business day of each subsequent calendar quarter and shall be made to all persons who are Non-Employee Directors on that day except any Non-Employee Director whose Retainer is to be paid entirely in cash. The number of Shares issuable to those Non-Employee Directors on the relevant date indicated above
shall equal: 
 (% x R/4)/P, where: 

% = the percentage of the Non-Employee Director’s Retainer that the Non-Employee Director elected or is deemed to have elected to receive
in the form of Director Shares, expressed as a decimal; 
 R = the Non-Employee Director’s Retainer for the year during which the
issuance occurs; and 
 P = the Fair Market Value. 

SECTION 7. SECURITIES LAWS 
 Nothing in this Plan
or in any Award or Award Agreement shall require the Company to issue any Shares with respect to any Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any Applicable Laws. As a condition to the grant
of any Award, the Company may require the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees or distributees) to provide written representations concerning the
Participant’s (or such other person’s) intentions with regard to the retention or disposition of the Shares covered by the Award and written covenants as to the manner of disposal of such Shares as may be necessary or useful to ensure that
the grant or disposition thereof will not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Shares under the
Securities Act or register or qualify any Shares under any state or other securities laws. 
 SECTION 8. EMPLOYMENT OR OTHER RELATIONSHIP 

Nothing in this Plan or any Award shall in any way interfere with or limit the right of the Company, the Business Manager or any Affiliate of
the Company to terminate any Participant’s employment or status as an officer or director at any time, as applicable, nor confer upon any Participant any right to continue in the service of, the Company, the Business Manager or any Affiliate of
the Company. Nothing in this Plan shall interfere with the Company’s ability to terminate the Business Management Agreement in accordance with its terms. 

SECTION 9. AMENDMENT, SUSPENSION AND TERMINATION OF THIS PLAN 

The Board may at any time amend, suspend or discontinue this Plan, provided that such amendment, suspension or discontinuance meets the
requirements of Applicable Laws, including without limitation, any applicable requirements for stockholder approval. Notwithstanding the above, an amendment, suspension or discontinuation shall not be made if it would impair the rights of any
Participant under any Award previously granted, without the Participant’s consent, except to conform this Plan and Awards granted to the requirements of Applicable Laws. The provisions of this Plan relating to Awards for Non-Employee Directors
may not be amended more than once each six months. The Board may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Sections 5.1(a) and 5.1(b) or as otherwise specifically provided herein, no such
amendment or other action by the Board shall adversely impair the rights of any Participant without the Participant’s consent. Notwithstanding any provision of the Plan to the contrary, if the Board determines that any Award may be subject to
Section 409A of the Code, the Board may adopt such amendment to the Plan and the applicable Award 

  
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Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Board determines are necessary or
appropriate, without the consent of the Participant, to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the
requirements of Section 409A of the Code. 
 SECTION 10. LIABILITY AND INDEMNIFICATION OF THE BOARD 

No person constituting, or member of the group constituting, the Board shall be liable for any act or omission on such person’s part,
including but not limited to the exercise of any power or discretion given to such member under this Plan, except for those acts or omissions resulting from such member’s gross negligence or willful misconduct. The Company shall indemnify each
present and future person constituting, or member of the group constituting, the Board against, and each person or member of the group constituting the Board shall be entitled without further act on his or her part to indemnity from the Company for,
all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by such person in connection with or arising out of any action, suit or proceeding
to the fullest extent permitted by law and by the Articles of Incorporation and Bylaws of the Company. 
 SECTION 11. SEVERABILITY 

If any provision of this Plan is held to be illegal or invalid for any reason, that illegality or invalidity shall not affect the remaining
portions of this Plan, but such provision shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provision had never been included in this Plan. Such an illegal or invalid provision shall be replaced by a
revised provision that most nearly comports to the substance of the illegal or invalid provision. If any of the terms or provisions of this Plan or any Award Agreement conflict with the requirements of Applicable Laws, those conflicting terms or
provisions shall be deemed inoperative to the extent they conflict with Applicable Law. 
 SECTION 12. SECTION 409A OF THE CODE 

Awards granted under the Plan are intended to be exempt from Section 409A of the Code. To the extent that the Plan or an Award is not
exempt from the requirements of Section 409A of the Code, the Plan and such Award is intended to comply with the requirements of Section 409A of the Code and, in each case, the Plan and Awards shall be limited, construed and interpreted in
accordance with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code or any damages for
failing to comply with Section 409A of the Code. 
 SECTION 13. WITHHOLDING 

The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require, prior to the issuance or
delivery of any Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Shares, or upon making an election under Section 83(b)
of the Code, a Participant shall pay all required withholding to the Company. The Board may permit any such statutory withholding obligation with regard to any Participant to be satisfied by reducing the number of Shares otherwise deliverable or by
delivering Shares already owned. 
 SECTION 14. GOVERNING LAW 

This Plan shall be governed and construed in accordance with the laws of the State of Maryland (regardless of the law that might otherwise
govern under applicable principles of conflict of laws). 
 SECTION 15. EFFECTIVE DATE AND PROCEDURAL HISTORY 

This Plan was adopted by the Board on            , 2014 (the
“Effective Date”), and was subsequently approved by the holders of the Company’s voting shares of common stock on            , 2014. 

  
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