MOODY NATIONAL REIT I, INC.
AMENDED AND RESTATED
INDEPENDENT DIRECTORS COMPENSATION PLAN
(August 14, 2009)
1.1. PURPOSE. The
purpose of the Moody National REIT I, Inc. Amended and Restated
Independent Directors Compensation Plan (the “Plan”) is
to attract, retain and compensate highly-qualified individuals who
are not employees of Moody National REIT I, Inc. (the
“Company”) or any of its Affiliates (as defined below)
for service as members of the Board (as defined below) by providing
them with competitive compensation and an ownership interest in the
Stock of the Company. The Company intends that the Plan will
benefit the Company and its stockholders by allowing Independent
Directors (as defined below) to have a personal financial stake in
the Company through an ownership interest in the Stock (as defined
below) and will closely associate the interests of Independent
Directors with that of the Company’s stockholders. The Plan
is a sub-plan of the Moody National REIT I, Inc. Long-Term
Incentive Plan (the “Incentive Plan”).
1.2. ELIGIBILITY.
Independent Directors of the Company who are Eligible Participants,
as defined below, shall automatically be participants in the
Plan.
2.1. DEFINITIONS.
Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
“Affiliate”
has the meaning given such term in the Incentive Plan.
“Award
Certificate” has the meaning given such term in the Incentive
Plan.
“Base Annual
Cash Retainer” means the retainer (excluding meeting fees and
expenses) payable by the Company to an Independent Director
pursuant to Section 5.1 hereof for service as a director of
the Company, as such amount may be changed from time to
time.
“Board”
means the Board of Directors of the Company.
“Charter”
means the articles of incorporation of the Company, as such
articles of incorporation may be amended from time to
time.
“Company”
means Moody National REIT I, Inc., a Maryland
corporation.
“Effective
Date” has the meaning set forth in Section 8.4 of the
Plan
“Eligible
Participant” means any person who is an Independent Director
on the Effective Date or becomes an Independent Director while this
Plan is in effect; except that during any
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period a
director is prohibited from participating in the Plan by his or her
employer or otherwise waives participation in the Plan, such
director shall not be an Eligible Participant.
“Independent
Directors” means a director of the Company who is not a
common law employee of the Company or an Affiliate and who meets
the additional requirements set forth for an “independent
director” in the Charter.
“Plan
Year” means the approximate 12-month period beginning with
the annual stockholders meeting and ending at the next annual
stockholders meeting; provided that the first Plan Year shall begin
on the Effective Date and extend until the first annual
stockholders meeting.
“Restricted
Stock” has the meaning given such term in the Incentive Plan.
The terms of Restricted Stock granted under the Plan are described
in Article 6 of the Plan.
“Shares”
has the meaning given such term in the Incentive Plan.
“Stock”
has the meaning given such term in the Incentive Plan.
“Supplemental
Annual Cash Retainer” means the annual cash retainer
(excluding meeting fees and expenses) payable by the Company to an
Independent Director pursuant to Section 5.2 hereof for
service as chairman of a committee of the Board, as such amount may
be changed from time to time.
3.1.
ADMINISTRATION. The Plan shall be administered by the Board.
Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make all
other determinations necessary or advisable for the administration
of the Plan. The Board’s interpretation of the Plan, and all
actions taken and determinations made by the Board pursuant to the
powers vested in it hereunder, shall be conclusive and binding upon
all parties concerned including the Company, its stockholders and
persons granted awards under the Plan. The Board may appoint a plan
administrator to carry out the ministerial functions of the Plan,
but the administrator shall have no other authority or powers of
the Board.
3.2. RELIANCE. In
administering the Plan, the Board may rely upon any information
furnished by the Company, its public accountants and other experts.
No individual will have personal liability by reason of anything
done or omitted to be done by the Company or the Board in
connection with the Plan. This limitation of liability shall not be
exclusive of any other limitation of liability to which any such
person may be entitled under the Company’s certificate of
incorporation or otherwise.
3.3.
INDEMNIFICATION. Each person who is or has been a member of the
Board or who otherwise participates in the administration or
operation of this Plan shall be indemnified by the Company against,
and held harmless from, any loss, cost, liability or expense that
may be imposed upon or incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding in which such
person may be involved by reason of any action taken or failure to
act under the Plan and shall be fully reimbursed by the Company for
any and all amounts paid by such person in satisfaction of judgment
against him or her in any such action, suit or
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proceeding,
provided he or she will give the Company an opportunity, by written
notice to the Board, to defend the same at the Company’s own
expense before he or she undertakes to defend it on his or her own
behalf. This right of indemnification shall not be exclusive of any
other rights of indemnification to which any such person may be
entitled under the Company’s Charter, Bylaws, contract or
Maryland law.
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