BEHRINGER HARVARD OPPORTUNITY REIT I, INC. AMENDED AND RESTATED 2004 INCENTIVE AWARD PLAN AMENDED AND RESTATED STOCK OPTION AGREEMENT

Exhibit 10.1

BEHRINGER HARVARD OPPORTUNITY REIT I, INC.
AMENDED AND RESTATED 2004 INCENTIVE AWARD PLAN

AMENDED AND RESTATED STOCK OPTION AGREEMENT

This Amended and Restated Stock Option Agreement amends and restated that certain Stock Option Agreement dated              , 200     pursuant to which Behringer Harvard Opportunity REIT I, Inc., a Maryland corporation (the “Company”), granted to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions of such Stock Option Agreement and the Behringer Harvard Opportunity REIT I, Inc. Amended and Restated 2004 Incentive Award Plan (the “Plan”).  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.  The terms and conditions of the Plan are incorporated herein by reference.

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

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

IN WITNESS WHEREOF, this Amended and Restated Stock Option Agreement has been executed by the Company by a duly authorized 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 acknowledges receipt of a copy of the Plan, represents that Optionee has read and understands the terms and provisions of the Plan, and accepts this Option subject to all the terms and conditions of the Plan and this Amended and Restated Stock Option Agreement.  Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of Shares purchased by exercise of this Option, and that Optionee should consult a tax adviser prior to such exercise or disposition.

[Name of Optionee]

1. Exercise Period of Option.  Subject to the terms and conditions of this Amended and Restated Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option only in accordance with the vesting schedule set forth in Section 10 below.

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

3. Termination of Option.

(a) Termination for Cause.  If Optionee ceases to perform services for the Company, or any Parent or Subsidiary, for Cause, this Option shall immediately be forfeited, along with any and all rights or subsequent rights attached thereto, as of the Termination Date.  For this purpose, “Cause” shall be defined as set forth in the written employment agreement between the Optionee and the Company, or, if no such written agreement exists or if “Cause” is not defined in such written employment agreement, “Cause” shall be defined as set forth in the Plan, or, if not defined in the Plan, “Cause” shall mean actions or omissions harmful to the Company as determined by the Board in its sole and absolute discretion.

(b) No Right to Employment or Other Relationship.  Nothing in the Plan or this Amended and Restated Stock Option Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company, or any Parent or Subsidiary, or limit in any way the right of the Company, or any Parent or Subsidiary, to terminate Optionee’s employment or other relationship at any time, with or without cause.

4. Manner of Exercise.

(a) Exercise Agreement.  This Option shall be exercisable by delivery to the Company of an executed Exercise and Stockholder Agreement (“Exercise Agreement”) in such form as may be approved or accepted by the Company, which shall set forth Optionee’s election to exercise this 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 any restrictions imposed on the Shares subject to this Option (including, without limitation, vesting or performance-based restrictions, rights of the Company to re-purchase Shares acquired pursuant to the exercise of an Option, voting restrictions, investment intent restrictions, restrictions on transfer, “first refusal” rights of the Company to purchase Shares acquired pursuant to the exercise 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 certain circumstances, “lock up” type restrictions in the case of an initial public offering of the Company’s stock, restrictions or limitations that would be applied to stockholders under any applicable restriction agreement among the stockholders, and restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and/or under any blue sky or state securities laws applicable to such Shares).  The Company may modify the required Exercise Agreement at any time for any reason consistent with the Plan.  If the Optionee receives a hardship distribution from a Code §401(k) plan of the Company, or any Parent or Subsidiary, this Option may not be exercised during the six (6) month period following the hardship withdrawal (unless the Company determines that such exercise would not jeopardize the tax-qualification of such Code §401(k) plan).

(b) Exercise Price.  Such Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares being purchased.  Payment for the Shares being purchased may be made in U.S. dollars in cash (by check), or by delivery to the Company of a number of Shares which have been owned and completely paid for by the holder for at least six (6) months prior to the date of exercise (i.e., “mature shares” for accounting purposes) having an aggregate fair market value equal to the amount to be tendered, or a combination thereof.  In addition, this Option may be exercised through a brokerage transaction following registration of the Shares under Section 12 of

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

(c) Withholding Taxes.  Prior to the issuance of Shares upon exercise of this Option, Optionee must pay, or make adequate provision for, any applicable federal or state withholding obligations of the Company.  Optionee may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld.  In such case, the Company shall issue the net number of Shares to Optionee by deducting the Shares retained from the Shares exercised.

(d) Issuance of Shares.  Provided that such Exercise Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall cause the Shares purchased to be issued in the name of Optionee or Optionee’s legal representative.  Optionee shall not be considered a Stockholder until such time as Shares have been issued as noted on the stockholder register of the Company.

5. Notice of Disqualifying Disposition of ISO Shares.  If this Option is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to this ISO on or before the later of (a) the date two (2) years after the Grant Date, or (b) the date one (1) year after exercise of the ISO, with respect to the Shares to be sold or disposed, Optionee shall and hereby agrees to immediately notify the Company in writing of such sale or disposition.  Optionee acknowledges and agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from any such early disposition by 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 Optionee shall include the compensation from such early disposition in the Optionee’s gross income for federal tax purposes.

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

7. Tax Consequences.  Optionee understands that the grant and exercise of this Option, and the sale of Shares obtained through the exercise of this Option, may have tax implications that could result in adverse tax consequences to Optionee.  Optionee represents that Optionee has consulted with, or will consult with, his or her tax advisor; Optionee further acknowledges that Optionee is not relying on the Company for any tax, financial or legal advice; and it is specifically understood by the Optionee that no representations or assurances are made as to the qualification of this Option as an ISO or as to any particular tax treatment with respect to the Option. Optionee also acknowledges that exercise of an ISO option must generally occur within ninety (90) days of termination of employment, regardless of any longer period allowed by this Amended and Restated Stock Option Agreement.

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

9. Entire Agreement and Other Matters.  The Plan and the Exercise Agreement are incorporated herein by this reference.  Optionee acknowledges and agrees that the granting of this Option constitutes a full accord, satisfaction and release of all obligations or commitments made to Optionee by the Company or any of its officers, directors, stockholders or affiliates with respect to the issuance of any securities, or rights to acquire securities, of the Company or any of its affiliates.  This Amended and Restated Stock Option Agreement, the Plan and the Exercise Agreement constitute the entire agreement of the parties hereto, and supersede all prior understandings and agreements with respect to the subject matter hereof.  This Amended and Restated Stock Option Agreement and the underlying Option are void ab initio unless this Certificate has been executed by the Optionee and the Optionee has agreed to all terms and provisions hereof.

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

of this Option, the percentage of the Shares subject to this Option shown below during the calendar year specified below:

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

If Optionee does not exercise such percentage of Shares exercisable during the calendar year specified above, such percentage of the Option shall be forfeited and no longer be exercisable.  If the above calculation of Shares available for purchase through exercise of this Option would result in a fraction, any fraction will be rounded to zero.  Notwithstanding the foregoing, if there a Triggering Event (as defined below) occurs, all of the Shares subject to this Option that have not already vested and become exercisable shall accelerate and may be exercised only during the period from the date of the Triggering Event through and including December 31 of the calendar year in which the Triggering Event occurs (and may no longer be exercised according to the vesting schedule set forth above in this Section 10).  “Triggering Event” shall mean the date that either (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 by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, (2) any one person, or more 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 the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company, (3) the date that 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 of directors are replaced.