8-K - ZARE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2025

ARES REAL ESTATE INCOME TRUST INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland		000-52596		30-0309068
(State or other jurisdiction<br><br>of incorporation)		(Commission File No.)		(I.R.S. Employer<br><br>Identification No.)


One Tabor Center, 1200 Seventeenth Street, Suite 2900 , Denver , CO		80202
(Address of Principal Executive Offices)		(Zip Code)

( 303 ) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities .

On April 1, 2025, Ares Real Estate Income Trust Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) issued the following shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Regulation D.

The following table details the shares issued and gross proceeds:


		Number of
		Shares Issued	Gross Proceeds
Class I-PR Shares (1)		1,394,850	$	10,643,124
(1)	Number of shares issued and gross proceeds include activity from shares issued pursuant to our distribution reinvestment plan.
---	---

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Changes to Board of Directors

On April 3, 2025, Rajat Dhanda and Daniel J. Sullivan, each a member of the board of directors (the “Board”) of the Company, notified the Company of their decisions to step down from their positions on the Board, which resignations became effective on that day. After a lengthy tenure on the Board, Mr. Dhanda has determined to transition from his role as a director of the Company while continuing to support the Company in his role as Partner, Global Head of Wealth Management within Ares Wealth Management Solutions. Mr. Dhanda has served on the Board since March 2020 and Mr. Sullivan has served on the Board since January 2006. Mr. Dhanda’s and Mr. Sullivan’s decisions to resign were not the result of any disagreement with management, the Company or its operations, policies or practices.

In connection with Mr. Dhanda’s and Mr. Sullivan’s departure from the Board, the Board appointed Andrew E. Holm and Paula Schaefer to serve as directors, with Ms. Schaefer serving as an independent director, effective as of April 3, 2025. Ms. Schaefer was also appointed to our audit committee and nominating and corporate governance committee. Mr. Holm and Ms. Schaefer will serve on the Board until their successors are duly elected and qualify.

Mr. Holm is a Partner and Head of U.S. Diversified Equity for Ares real estate, the Company’s sponsor (“Ares Real Estate”), positions he has held since 2013 and March 2025, respectively. Additionally, he serves as a member of various investment committees of Ares Real Estate, including Ares Real Estate’s Global and Debt Investment Committees and the AREIT Advisors Committee. Prior to joining Ares in 2013, Mr. Holm was a Principal at AREA Property Partners, where he focused on sourcing and executing real estate investments across asset classes. Previously, he was an Analyst at Lazard in the real estate investment banking group. Mr. Holm serves on the Board of Trustees of the Ethical Culture Fieldston School. Mr. Holm holds a B.A., summa cum laude, from Harvard College in Government.

Mr. Holm will continue to serve as Partner and Head of U.S. Diversified Equity for Ares Real Estate, and therefore is not an independent director.

From 2013 to 2024, Ms. Schaefer held various roles at Clarion Partners, a global real estate investment manager, including serving as Senior Vice President of Multifamily Asset Management from August 2015 to June 2024, CEO of Clarion Partners Securities from November 2013 to June 2024 and Chief Operating Officer of the Client Capital Management Group from May 2013 to August 2015. In 2012, she served as the Chief Operating Officer of Christies International Real Estate. From 1995 to 2010, she served in various roles in asset management, fund management and investor relations at Morgan Stanley Real Estate, including Managing Director, Head of European Asset Management, Global Chief Administrative Office and Head of Investor Relations. Prior to joining Morgan Stanley, Ms. Schaefer served in roles related to asset management and acquisitions at Reichmann International, The Yarmouth Group and Cadillac Fairview Shopping Centers. She began her career at PricewaterhouseCoopers and is a Certified Public Accountant. She is currently on the boards of the Steers Center for Real Estate at Georgetown University, Rye Historical Society and Talley Management Group. Ms. Schaefer earned a B.A. degree from Georgetown University and an M.B.A. from University of Pennsylvania, Wharton School.

There are no transactions between the Company and Mr. Holm or Ms. Schaefer that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with their appointments as directors of the Company, we entered into an indemnification agreement with each of Mr. Holm and Ms. Schaefer effective as of April 3, 2025. The terms of the indemnification agreements are substantially identical to the terms of the indemnification agreement we have entered into with each of our other directors. The indemnification agreements, require, among other things, that, subject to certain limitations, the Company will indemnify Mr. Holm and Ms. Schaefer and advance to such individual all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. The preceding summary of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement which the Company filed as Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form S-11 (File No. 333-125338) filed with the SEC on January 13, 2006.

Departure of Executive Officer

On April 1, 2025, Scott Recknor, the Company’s Head of Asset Management, notified the Company of his decision to retire. The effective date of Mr. Recknor’s retirement has not yet been determined, as Mr. Recknor intends to remain with the Company for the time being to assist with this transition.

Equity Incentive Plan

On April 3, 2025, the Board adopted an equity incentive plan (the “Equity Incentive Plan”) and approved a Form of Independent Director Restricted Stock Unit Notice and Independent Director Restricted Stock Unit Agreement (the “RSU Agreement”).

The Equity Incentive Plan provides for the granting of cash-based awards and stock-based awards, including stock options, stock appreciation rights, restricted stock, and stock units to our employees (if we have any in the future), our independent directors, employees of the Advisor or its affiliates, other advisors and consultants of ours and of the Advisor selected by the plan administrator for participation in the Equity Incentive Plan, and any prospective director, officer, employee, consultant, or advisor of the Company and the Advisor. Our Board administers the Equity Incentive Plan as the plan administrator, with sole authority to select participants, determine the types of awards to be granted and determine all the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. Each restricted stock unit granted pursuant to the RSU Agreement is equivalent in value to one Class I-R or Class I-PR share of the Company’s common stock and represents the Company’s commitment to issue on Class I-R or Class I-PR share, as applicable, at a future date. Such units are subject to vesting as described within the Equity Incentive Plan and RSU Agreement.

An aggregate maximum of 5.0 million shares of our common stock may be issued upon grant, vesting or exercise of awards under the Equity Incentive Plan. In addition, to any individual in any single calendar year no more than 200,000 shares may be made subject to stock options or stock appreciation rights under the Equity Incentive Plan and no more than 200,000 shares may be made subject to other stock-based awards under the Equity Incentive Plan. Further, no more than $1.0 million may be paid under a cash-based award to any individual in a single calendar year. If any shares subject to an award are forfeited, or cancelled, or if an award is settled in cash, terminates unearned, or expires, in each case, without a distribution of shares, the shares with respect to such award shall, to the extent of any such forfeiture, cancellation, cash settlement, termination or expiration, again be available for awards under the Equity Incentive Plan. By contrast, if shares are surrendered or withheld as payment of the exercise price of an award or withholding taxes in respect of an award, the shares with respect to such award shall, to the extent of any such surrender or withholding, no longer be available for awards under the Equity Incentive Plan.

The description of the Equity Incentive Plan and the RSU Agreement is a summary and is qualified in its entirety by the full terms of the Equity Incentive Plan and the RSU Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description
10.1*		Equity Incentive Plan.
10.2*		Form of Independent Director Restricted Stock Unit Notice and Independent Director Restricted Stock Unit Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Ares Real Estate Income Trust Inc.
April 7, 2025
	By:	/s/ TAYLOR M. PAUL
		Taylor M. Paul<br>Managing Director, Chief Financial Officer and Treasurer

Exhibit 10.1

ARES REAL ESTATE INCOME TRUST INC. EQUITY INCENTIVE PLAN

ARES REAL ESTATE INCOME TRUST INC., a Maryland corporation (the “Company”), adopted this Equity Incentive Plan (the “Plan”) for the benefit of the eligible directors, officers, other employees, advisors and consultants providing services to the Company (which may include employees of the Advisor and other Plan Related Parties).

The purpose of the Plan is to enable the Company and the Advisor and other Plan Related Parties to obtain and retain the services of eligible individuals who are important to the long-term success of the Company, by offering such individuals an opportunity to participate in the Company’s growth through the ownership of stock in the Company.

Article I DEFINITIONS

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.

“Administrator” shall mean the Board or, if the Board so delegates its authority, the Compensation Committee and, to the extent either of them delegates authority under Section 11.4, the person or entity to whom authority is delegated.

“Advisor” shall mean Ares Commercial Real Estate Management LLC, a Delaware limited liability company.

“Affiliate” or “Affiliated” means, as to any individual, corporation, partnership, trust, limited liability company or other legal entity (i) any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with another person or entity; (ii) any person or entity directly or indirectly owning, controlling, or holding with power to vote ten percent (10%) or more of the outstanding voting securities of another person or entity; (iii) any officer, director, general partner or trustee of such person or entity; (iv) any person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other person; and (v) if such other person or entity is an officer, director, general partner or trustee of a person or entity, the person or entity for which such person or entity acts in any such capacity.

“Award” shall mean any grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalents, Other Share-Based Awards, or Cash-Based Awards under the Plan.

“Award Agreement” shall mean the written document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum, amendment or supplement thereto, memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall mean any of the following transactions:

(a)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities (a “Controlling Interest”), excluding (i) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or (ii) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b)a change in the composition of the Board over a period of 36 consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least two-thirds (2/3) of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board; or

(c)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(d)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred (i) solely as the result of a public offering or (ii) by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

“Cash-Based Award” shall mean an Award granted under Article VIII.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Stock” shall mean the common stock of the Company, par value $0.01 per share, issued or authorized to be issued in the future, including unclassified shares of common stock, but excluding any preferred stock and any warrants, options or other rights to purchase Common Stock.

“Company” shall mean Ares Real Estate Income Trust Inc., a Maryland corporation.

“Compensation Committee” shall mean the compensation committee of the Board, if any, which shall at all times consist of two or more persons who are Independent Directors.

“Dividend Equivalent” shall mean a right to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares.

“Eligible Individual” shall mean any director, officer or other employee of the Company or a Related Corporation, or any consultant or advisor of the Company or a Related Corporation who is a natural person providing bona fide services to the Company or a Related Corporation and those services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s stock. Such natural person may be an employee of any Plan Related Party as long as he or she is performing bona fide advisory or consulting services to the Company or a Related Corporation. “Eligible Individual” also includes any prospective director, officer, employee, consultant, or advisor listed above, so long as any Award granted to that person does not vest, and no Share is issued, before the person performs services.

“Employer” shall mean either the Company or a Related Corporation, or any Plan Related Party, as the context may require.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, as of any date, the value of a Share as determined below. If Shares are listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing price of a Share (or if no sales were reported, the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. In the absence of an established market for the Shares, the Fair Market Value shall be the most recent NAV per Share determined pursuant to the Company’s valuation guidelines and such determination shall be conclusive and binding on all persons.

“Incentive Stock Option” shall mean an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

“Independent Director” shall mean a member of the Board who is not on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Sponsor or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, other than the Company, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a member of the Board, (iv) performance of services, other than as a member of the Board, for the Company, (v) service as a director or trustee of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” if the aggregate gross revenue derived by the Board member from the

Sponsor, the Advisor and their Affiliates exceeds five percent of either the Board member’s annual gross revenue during either of the last two years or the Board member’s net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Board member’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Company.

“NAV” shall mean net asset value, as determined pursuant to valuation procedures approved by the Board.

“Non-Qualified Stock Option” shall mean an Option which is not intended to be an Incentive Stock Option.

“Option” shall mean a stock option granted under Article IV.

“Other Share-Based Award” shall mean an Award granted under Article VIII.

“Participant” shall mean an Eligible Individual who is granted an Award.

“Performance Criteria” mean one or more of the business criteria listed below, or any combination thereof, which apply to a Participant, a business unit, or the Company as a whole, and may be applied on a per share or absolute basis, may be measured pursuant to U.S. generally accepted accounting principles (“GAAP”), non-GAAP or other objective standards, and may be compared with a peer group or other benchmark:

(a)Earnings per share;

(b)Net income (before or after taxes);

(c)Return measures (including, but not limited to, return on assets, equity or sales);

(d)Cash flow return on investments which equals net cash flows divided by owners’ equity;

(e)Earnings before or after taxes, depreciation and/or amortization;

(f)Gross revenues;

(g)Net or gross operating income (before or after taxes) or growth thereof, including same store net operating income;

(h)Total stockholder returns;

(i)Corporate performance indicators (indices based on the level of certain services provided to customers);

(j)Cash generation, profit and/or revenue targets;

(k)Growth measures, including revenue growth and growth of adjusted or modified funds from operations;

(l)Share price (including, but not limited to, growth measures and total stockholder return);

(m)Pre-tax profits;

(n)Net asset value;

(o)Total property return;

(p)Capital expenditure;

(q)Expense levels or ratios and reduction of expenses and costs;

(r)Customer satisfaction; and/or

(s)Strategic metrics, including capital allocation and investment strategy, execution of transition and development plans, branding or rebranding, management effectiveness, staffing development, team building and management, office relocation, management of legal and regulatory matters, management of co-investment relationships and joint ventures.

“Performance Goal” means a pre-established, objective goal based on a Performance Criteria measured over a pre-established performance period, the attainment of which goal could be determined by a third party having knowledge of the relevant facts.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Plan” shall mean this Equity Incentive Plan of Ares Real Estate Income Trust Inc., as it may be amended from time to time.

“Plan Related Party” shall mean any entity or entities which are controlled by or majority-owned by, directly or indirectly, the Sponsor.

“Related Corporation” shall mean a parent or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code.

“Restricted Stock” shall mean an Award of Shares granted under Article VI.

“Restricted Stock Unit” shall mean an Award of a Unit granted under Article VII.

“Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Shares” shall mean shares of Common Stock issuable upon the grant, vesting, exercise and/or settlement of Awards under the Plan.

“Sponsor” shall mean Ares Real Estate.

“Stock Appreciation Right” or “SAR” shall mean an Award granted under Article V.

“Termination of Service” shall mean the time when the service provider/service recipient relationship between a Participant and the Employer is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but, provided it does not conflict with any terms in an Award Agreement, excluding (i) at the absolute discretion of the Administrator, termination where there is a simultaneous reemployment or continuing employment of a Participant by another Employer, (ii) at the absolute discretion of the Administrator, terminations which result in a temporary severance of the service provider/service recipient relationship, and (iii) at the absolute discretion of the Administrator, terminations which are followed by the simultaneous establishment of a consulting relationship with the Participant by an Employer. Provided it does not conflict with any terms in an Award Agreement, the Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Service, including, but not by way of limitation, the question of whether a Termination of Service resulted from a discharge for “cause” as it may be defined in an Award Agreement, and all questions or whether a particular leave of absence constitutes a Termination of Service. Notwithstanding the foregoing, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income pursuant to Section 409A of the Code.

“Unit” shall mean a unit, the value of which shall always be equal to the value of one Share.

Article II SHARES SUBJECT TO PLAN

2.1Shares Subject to Plan. The aggregate number of Shares which may be issued upon grant, vesting, exercise or settlement of Awards under the Plan shall not exceed five million (5,000,000), subject to adjustment as provided herein. The Shares issuable under the Plan shall be previously authorized but unissued shares.

2.2Individual Limitations. No more than five million (5,000,000) Shares may be made subject to Incentive Stock Options. No more than two hundred thousand (200,000) Shares may be made subject to Options or SARs to a single individual in a single calendar year, subject to adjustment as provided herein, and no more than two hundred thousand (200,000) Shares may be made subject to stock-based awards other than Options or SARs (including Restricted Stock and Restricted Stock Units or Other Stock-Based Awards) to a single individual in a single calendar year, in either case, subject to adjustment as provided herein. No more than $1,000,000 may be payable for Cash-Based Awards to a single individual in a single calendar year. Determinations made in respect of the limitations set forth in the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the Code.

2.3Expired Awards and Other Rights. If any Shares subject to an Award are forfeited or cancelled, or if an Award is settled in cash, terminates unearned or expires, in each

case, without a distribution of shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, cash settlement, termination or expiration, again be available for Awards under the Plan. By contrast, if Shares are surrendered or withheld as payment of the exercise price of an Award or withholding taxes in respect of an Award, the Shares with respect to such Award shall, to the extent of any such surrender or withholding, no longer be available for Awards under the Plan. Similarly, Shares subject to any portion of a stock-settled SAR that is exercised shall no longer be available for Awards under the Plan, regardless of whether the Shares are issued. Upon the exercise of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be available for Awards under the Plan.

2.4Adjustments to Shares, Awards. In the event that the Administrator shall determine that any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of Shares or other property (including cash) that may thereafter be issued in connection with Awards (including the maximum amounts that may be subject to or payable for Awards granted to a single individual in a single calendar year), (ii) the number and kind of Shares or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided, that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424(h) of the Code; and (iv) the Performance Goals applicable to outstanding Awards. Any fractional Shares resulting from any adjustment under this Section 2.4 shall be eliminated.

Article III GRANTING OF AWARDS

3.1Eligibility. Any Eligible Individual selected by the Administrator pursuant to Section 3.2(a)(i) shall be eligible to receive an Award.

3.2Granting of Awards.

(a)The Administrator shall from time to time, in its absolute discretion, and subject to applicable limitations of the Plan:

(i)determine which Eligible Individuals should be granted Awards;

(ii)determine the number of Shares to be subject to such Awards; and

(iii)determine the terms and conditions of such Awards, consistent with the Plan.

(b)Upon the selection of a Participant to be granted an Award, the Administrator shall instruct the Secretary of the Company to issue the Award and may impose such conditions on the grant of the Award as it deems appropriate.

(c)Notwithstanding Section 3.2(a) and (b), no Award shall be granted to any Participant to the extent that the grant of such Award could, at the time of grant or afterwards, impair the Company’s status as a real estate investment trust within the meaning of the Code or result in a violation of any of the stock ownership and transfer restrictions imposed under the Company’s Articles of Incorporation as amended and supplemented.

Article IV STOCK OPTIONS

4.1Option Agreement. The Administrator may from time to time grant to Eligible Individuals Awards of Incentive Stock Options or Non-qualified Stock Options; provided, however, that Awards of Incentive Stock Options shall be limited to employees of the Company or of any current or hereafter existing Related Corporation, and any other Eligible Individuals who are eligible to receive Incentive Stock Options under the provisions of Section 422 of the Code. Each Option shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan. No Option shall be an Incentive Stock Option unless so designated by the Administrator at the time of grant or in the applicable Award Agreement.

4.2Exercise Price. The exercise price per Share of the Shares subject to each Option shall be set by the Administrator; provided, however, that such exercise price shall not be less than the Fair Market Value of a Share on the date the Option is granted except as follows. The exercise per Share of an Option may be less than the Fair Market Value of a Share on the date the Option is granted pursuant to a corporate transaction involving the Company, if permitted under Sections 424(a) and 409A of the Code.

4.3Option Term. The term of an Option shall be set by the Administrator in its absolute discretion; provided, however, that no Option shall be granted with a term of more than ten years from the date the Option is granted. The Administrator may extend the term of any outstanding Option in connection with any Termination of Service of the Participant, or amend any other term or condition of such Option relating to such a termination.

4.4Option Vesting.

(a)The period during which the right to exercise an Option in whole or in part vests in the Participant shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted; provided, however, that, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, no Option shall be exercisable by any Participant who is then subject to Section 16 of the Exchange Act within the period ending six months and one day after the date the Option is granted. The vesting of an Option may be made subject to the attainment of one or more Performance Goals

(b)No portion of an Option which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator in any Award Agreement or by action of the Administrator following the grant of the Option.

4.5Partial Exercise. An Option may be exercised in whole or in part; however, an Option shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Award Agreement, a partial exercise be allowed only with respect to a minimum number of Shares.

4.6Manner of Exercise. All or a portion of an Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company (or such other officer as identified in the applicable Award Agreement) with a copy of such documents delivered concurrently to the Secretary of the Company:

(a)a written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised, and such notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option;

(b)such representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations; provided, the Administrator may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c)in the event that the Option shall be exercised by any person or persons other than the Participant, as determined pursuant to Section 12.2, appropriate proof of the right of such person or persons to exercise the Option;

(d)full satisfaction of the exercise price for the Shares with respect to which the Option, or portion thereof, is exercised; provided, that in the discretion of the Administrator and subject to the terms set forth in the applicable Award Agreement, the exercise price for Shares subject to an Option may be paid (i) in cash or cash equivalents, (ii) by an exchange of Shares previously owned by the Participant, (iii) through a “broker cashless exercise” procedure approved by the Administrator (to the extent permitted by law), (iv) by having Shares with an aggregate Fair Market Value on the date of exercise equal to the aggregate exercise price withheld by the Company or (v) a combination of the above, in any case in an amount having a combined value equal to such exercise price; and

(e)full satisfaction of any tax withholding obligations required under Section 12.8.

4.7No Reload Options. No Option shall contain a reload feature that results in a new Option automatically granted upon delivery of Shares to the Company in payment of the exercise price or any tax withholding obligation.

Article V STOCK APPRECIATION RIGHTS

5.1In General. An SAR may be granted as a stand-alone Award or in tandem with an Option. An SAR (i) granted in tandem with an Option may be granted at the time of grant of the related Option or at any time thereafter or (ii) granted in tandem with an Incentive Stock Option may only be granted at the time of grant of the related Incentive Stock Option. A SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of a SAR may be made in cash, Shares, or other property as specified in the Award Agreement or determined by the Administrator.

5.2SAR Agreement. Each SAR shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan.

5.3Right Conferred. An SAR shall confer on the Participant a right to receive an amount with respect to each Share subject thereto, upon exercise thereof, equal to the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option).

5.4Grant Price. The grant price per Share of the Shares subject to each SAR shall be set by the Administrator; provided, however, that such grant price shall not be less than the Fair Market Value of a Share on the date the SAR is granted, except as follows. The exercise per Share of a SAR may be less than the Fair Market Value of a Share on the date the SAR is granted pursuant to a corporate transaction involving the Company, if permitted under Section 409A of the Code.

5.5SAR Term. The term of an SAR shall be set by the Administrator in its absolute discretion; provided, however, that no SAR shall be granted with a term of more than ten years from the date the SAR is granted. The Administrator may extend the term of any outstanding SAR in connection with any Termination of Service of the Participant, or amend any other term or condition of such SAR relating to such a termination.

5.6SAR Vesting.

(a)The period during which the right to exercise an SAR in whole or in part vests in the Participant shall be set by the Administrator and the Administrator may determine that an SAR may not be exercised in whole or in part for a specified period after it is granted; provided, however, that, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, no SAR shall be exercisable by any Participant who is then subject to Section 16 of the Exchange Act within the period ending six months and one day after the date the SAR is granted. The vesting of an SAR may be made subject to the attainment of one or more Performance Goals.

(b)No portion of an SAR which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator in any Award Agreement or by action of the Administrator following the grant of the SAR.

5.7Partial Exercise. An SAR may be exercised in whole or in part; however, an SAR shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Award Agreement, a partial exercise be allowed only with respect to a minimum number of Shares.

5.8Manner of Exercise. All or a portion of an SAR shall be deemed exercised upon delivery of all of the following to the Secretary of the Company (or such other officer as identified in the applicable Award Agreement) with a copy of such documents delivered concurrently to the Secretary of the Company:

(a)a written notice complying with the applicable rules established by the Administrator stating that the SAR, or a portion thereof, is exercised, and such notice shall be signed by the Participant or other person then entitled to exercise the SAR or such portion of the SAR;

(c)in the event that the SAR shall be exercised by any person or persons other than the Participant, as determined pursuant to Section 12.2, appropriate proof of the right of such person or persons to exercise the SAR;

(d)if applicable, full satisfaction of the exercise price for the Shares with respect to which the SAR, or portion thereof, is exercised; provided, that in the discretion of the Administrator and subject to the terms set forth in the applicable Award Agreement, the exercise price for Shares subject to a SAR may be paid the same way as an Option under Section 4.6(d); and

(e)full satisfaction of any tax withholding obligations required under Section 12.8.

Article VI RESTRICTED STOCK

6.1Restricted Stock. The Administrator is authorized to grant Restricted Stock to Eligible Individuals on the following terms and conditions:

6.2Restricted Stock Agreement. Each Restricted Stock Award shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan.

6.3Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Administrator may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Administrator may determine. The Administrator may place restrictions on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of Performance Goals. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.

6.4Forfeiture. Upon Termination of Service during the applicable restriction period, Restricted Stock and any accrued but unpaid dividends that are then subject to restrictions shall be forfeited; provided, that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock.

6.5Certificates for Stock. Certificates representing Restricted Stock granted under the Plan may be evidenced in such manner as the Administrator shall determine or the Administrator, in its discretion, may register such Shares in book-entry form. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate.

6.6Dividends. Dividends paid on Restricted Stock shall be either paid at the dividend payment date, or deferred for payment to such date as determined by the Administrator, in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends (such deferred payment of dividends shall be required for Restricted Stock with restrictions that lapse only upon the attainment of Performance Goals). Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other property has been distributed.

Article VII RESTRICTED STOCK UNITS

7.1Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to Eligible Individuals, subject to the terms and conditions contained in the Plan and the applicable Award Agreement.

7.2Restricted Stock Unit Agreement. Each Restricted Stock Unit Award shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine consistent with the Plan.

7.3Award and Restrictions. Delivery of Shares or cash, as determined by the Administrator, will occur upon the lapse of any restrictions placed by the Administrator or,

subject to compliance with Section 409A of the Code, the expiration of the deferral period specified for Restricted Stock Units by the Administrator in the applicable Award Agreement or, if the Administrator permits, elected by the Participant. The Administrator may place restrictions on Restricted Stock Units that shall lapse, in whole or in part, upon the attainment of Performance Goals.

7.4Forfeiture. Upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such Restricted Stock Units relate, all Restricted Stock Units shall be forfeited; provided, that the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

7.5Dividend Equivalents. Unless otherwise determined by the Administrator at the date of grant, any Dividend Equivalents that are granted with respect to any Restricted Stock Unit shall be either (A) paid with respect to such Restricted Stock Unit at the dividend payment date in cash or in Shares of unrestricted Common Stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Stock Unit and the amount or value thereof automatically deemed reinvested in additional Restricted Stock Units, other Awards or other investment vehicles, as the Administrator shall determine or permit the Participant to elect (such deferred payment of Dividend Equivalents shall be required for Restricted Stock Units with restrictions that lapse only upon the attainment of Performance Goals). The applicable Award Agreement shall specify whether any Dividend Equivalents shall be paid at the dividend payment date, deferred or deferred at the election of the Participant (subject to the requirements of Section 409A of the Code).

Article VIII OTHER AWARDS

8.1Other Share-Based Awards. The Administrator shall have the authority to grant Awards to Eligible Individuals in the form of Other Share-Based Awards, as deemed by the Administrator to be consistent with the purposes of the Plan. Each Other Share-Based Award shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine. Awards granted pursuant to this Article VIII may be granted with value and payment contingent upon the attainment of one or more Performance Goals. The Administrator shall determine the terms and conditions of such Awards at the date of grant or thereafter.

8.2Cash-Based Awards. The Administrator shall have the authority to grant Awards to Eligible Individuals in the form of Cash-Based Awards, as deemed by the Administrator to be consistent with the purposes of the Plan. Each Cash-Based Award shall be evidenced by a written Award Agreement, which shall be executed by the Participant and an authorized officer of the Company and which shall contain such terms and conditions as the Administrator shall determine. Awards granted pursuant to this Article VIII may be granted with value and payment

contingent upon the attainment of one or more Performance Goals. The Administrator shall determine the terms and conditions of such Awards at the date of grant or thereafter.

Article IX CONDITIONS TO ISSUANCE OF SHARES

9.1Issuance. The Company shall not be required to issue or deliver any Shares purchased upon the grant, vesting and/or exercise of any Award, or portion thereof, prior to fulfillment of all of the following conditions:

(a)the registration of such Shares for listing on all stock exchanges on which the Shares are then listed;

(b)the completion of any registration or other qualification of such Shares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)the obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)the lapse of such reasonable period of time following the grant, vesting and/or exercise of the Award as the Administrator may establish from time to time for reasons of administrative convenience; and

(e)full satisfaction of the exercise or purchase price for such Shares, plus satisfaction of any Employer applicable withholding tax obligations, in either case, in accordance with the terms of the Plan and the applicable Award Agreement.

Article X ADMINISTRATION

10.1Administration. The Plan shall be administered by the Board or, if the Board so delegates its authority, by the Compensation Committee. If the Board administers the Plan, all references herein to the “Administrator” shall be references to the Board. If the Compensation Committee is appointed to administer the Plan, all references herein to the “Administrator” shall be references to the Compensation Committee. The Administrator shall have the authority in its absolute discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the Eligible Individuals to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate and the terms, conditions, restrictions and Performance Criteria relating to any Award; to accelerate the vesting of any Award at any time; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; to construe

and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Participant); and to make all other determinations deemed necessary or advisable for the administration of the Plan.

In addition, an Award shall not be granted, become vested, be exercised or paid if, in the sole and absolute discretion of the Administrator, the grant, vesting, exercise or payment of such Award could result in any of the following:

(a)the Participant’s or any other person’s ownership of Shares being in violation of any of the stock ownership and transfer restrictions imposed under the Company’s Articles of Incorporation as amended and supplemented;

(b)the Shares shall be deemed not to be transferable within the meaning of Section 856 of the Code;

(c)income to the Company or any other result that could impair the Company’s status as a real estate investment trust within the meaning of the Code.

10.2Duties and Powers of Administrator. The Administrator may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Administrator shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Administrator may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Administrator or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Administrator or such person may have under the Plan. All decisions, determinations and interpretations of the Administrator shall be final and binding on all persons, including but not limited to the Company, any parent or subsidiary of the Company or any Participant (or any person claiming any rights under the Plan from or through any Participant) and any stockholder. The Administrator’s determinations under the Plan need not be uniform and may be made selectively among Awards, Eligible Individuals (whether or not the Eligible Individuals are similarly situated), or both.

10.3Professional Assistance; Good Faith Actions. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Administrator, the Company and the Company’s officers shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company, stockholders and all other interested persons; provided, however, that after a Change in Control, any determination by the Administrator as to whether “cause” or “good reason” (as may be defined in an Award Agreement) exists will be subject to de novo review by a court of competent jurisdiction. No members of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan and all members of the Administrator and shall be fully protected by the Company in respect of any such action, determination or interpretation.

10.4Delegation of Authority to Grant Awards. The Administrator may, but need not, delegate from time to time to a committee consisting of one or more of the Company’s officers authority to grant Awards under the Plan to Eligible Individuals; provided, however, that each such Eligible Individual must be an individual other than an “officer,” “director” or “beneficial owner of more than ten per cent of any class of any equity security” of the Company within the meaning of each such term as it is used under Section 16(b) of the Exchange Act. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation of authority and may be rescinded at any time by the Administrator. At all times, any subcommittee appointed under this Section 11.4 shall serve in such capacity at the pleasure of the Administrator.

Article XI MISCELLANEOUS PROVISIONS

11.1Rights as Stockholders. Except as determined by the Administrator and set forth in an Award Agreement, the holders of Awards shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any Shares subject to an Award unless and until such Shares have been issued by the Company to such holders.

11.2Not Transferable. Awards granted under the Plan may not be sold, pledged, assigned, or transferred in any manner other than by will or applicable laws of descent and distribution. No Award holder shall be liable for the debts, contracts or engagements of the Participant or his or her successors-in-interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

During the lifetime of the Participant, only he or she may exercise an Option or SAR (or any portion thereof) granted to him or her under the Plan. After the death of the Participant, any exercisable portion of the Option or SAR may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

11.3No Right to Employment or Other Service Relationship. Nothing in the Plan or in any Award Agreement hereunder shall (i) confer upon any Participant any right to (a) continue in the employ of his or her Employer or to provide services to the Company, or (b) receive any severance pay from the Company or his or her Employer, or (ii) interfere with or restrict in any way the rights of the Company or his or her Employer, which are hereby expressly reserved, to terminate the services of any Participant at any time for any reason whatsoever, with or without cause.

11.4Term of Plan. Unless terminated by the Board, the Plan shall continue in perpetuity.

11.5Amendment, Suspension or Termination of the Plan. The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. Notwithstanding the foregoing, no amendment, suspension or termination of the Plan shall, without the consent of the holder of an Award, alter or impair any rights or obligations under such Award theretofore granted or awarded unless the Award Agreement itself otherwise expressly so provides, and no amendment shall be made that could jeopardize the status of the Company as a real estate investment trust under the Code. No Awards may be granted or awarded during any period of suspension or after termination of the Plan.

11.6Change in Control and Other Corporate Events.

(a)Subject to Section 12.6(b), in the event of any Change in Control or other transaction or event described in Section 2.4 or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, the Administrator is hereby authorized to take any action with respect to Awards at such time and on such terms and conditions as the Administrator determines in its absolute direction to be desirable, which action(s) may include, without limitation:

(i)a determination that the Company shall pay to the holder of any Award, in consideration for the cancellation of such Award, an amount of cash equal to the amount that could have been attained upon the vesting or exercise of such Award had such Award been currently exercisable or payable or fully vested, as applicable, or the replacement of such Award with other rights or property selected by the Administrator;

(ii)a determination that Awards cannot vest, be exercised or become payable after such event, provided that such determination may not conflict with anything to the contrary in an Award Agreement;

(iii)a determination that all or some Awards shall become immediately vested and/or exercisable either prior to or as of such event, or that for a specified period of time prior to a transaction or event, an Option or SAR shall be exercisable as to all Shares covered thereby;

(iv)a determination that upon such event, such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares or other property and prices which are the subject of such Award; or

(v)a determination to make adjustments to Awards consistent with Section 2.4.

(b)With respect to Awards, no adjustment or action described in this Section 12.6 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions. The number of Shares subject to any Option shall always be rounded to the next whole number.

11.7Tax Withholding. The Company shall be entitled to require of each Participant satisfaction of the Employer’s withholding obligations under federal, state or local tax law with respect to the issuance, vesting, exercise or payment of any Award, and the Company may defer such issuance, vesting, exercise or payment unless indemnified to its satisfaction. The Administrator shall provide in the applicable Award Agreement the acceptable methods of satisfying such withholding obligations, which may include: (i) deducting such amounts from other compensation otherwise payable to the Participant; (ii) having Shares otherwise issuable hereunder withheld, the Fair Market Value of which is sufficient to satisfy the Participant’s minimum estimated tax obligations (or any other amount of the Participant’s estimated tax obligations that preserves the treatment of an Award as equity for financial accounting purposes) associated with the transaction; (iii) tendering back to the Company previously acquired Shares or (iv) a combination of the foregoing. Nothing in the Plan or any Award Agreement will obligate the Company to make any gross-up payment to offset any tax obligation (withholding or otherwise) of a Participant due to an Award.

11.8Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards granted under the Plan, the Administrator shall have the right to provide, in the terms of an Award Agreement, or by separate written instrument, that (i) any proceeds, gains or other economic benefit actually or constructively received by an Participant upon the receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying such Award, must be paid to the Company, and (ii) the Award shall terminate and any outstanding portion of such Award (whether or not vested) shall be forfeited, if (a) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (b) the Participant, at any time, or during a specified time period, engages in any activity in competition with his or her Employer or the Company, or which is inimical, contrary or harmful to the interests of his or her Employer or the Company, as may be further defined from time to time by the Administrator.

11.9Limitations Applicable to Section 16. Notwithstanding any other provision of the Plan, the Plan, and any Award granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

11.10Effect of Plan Upon Other Equity and Compensation Plans. The adoption of the Plan shall not affect any other equity- or cash-based compensation or incentive plans in effect for the Company from time to time. Nothing in the Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or compensation for employees of the Company, the Manager, the Advisor or other Plan Related Parties, or (ii) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise of the business, stock or assets of any corporation, partnership, limited liability company, firm or association. Any amount payable under an Award will be excluded from compensation when

calculating benefits payable to a Participant under any Company pension plan or Company welfare plan, unless the plan specifically says so.

11.11Section 83(b) Election Prohibited. No Participant may make an election under Section 83(b) of the Code with respect to any Award granted under the Plan without the Company’s consent.

11.12Compliance with Laws. This Plan, the granting and vesting of Awards under the Plan, the issuance and delivery of Shares, and the payment of money or other consideration allowable under the Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Board, the Compensation Committee or the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Board, the Compensation Committee or the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

11.13Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

11.14Governing Law. This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Colorado without regard to conflicts of laws provisions thereof.

11.15Code Section 409A.

(a)The Award Agreement for any Award that the Administrator reasonably determines to constitute a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Administrator, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Administrator determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. Any payments described in an Award Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.

(b)If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

(i)Payments under the Section 409A Plan may not be made earlier than the first to occur of (u) the Participant’s “separation from service”, (v) the date the Participant becomes

“disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeable emergency”; provided, however, that the Administrator, in its discretion and without the Participant’s consent may exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Code Section 409A if and solely to the extent that such accelerated payment or settlement is permissible under Treasury Regulation Section 1.409A-3(j)(4) or any successor thereto;

(ii)The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

(iii)Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and

(iv)In the case of any Participant who is “specified employee”, a distribution on account of a “separation from service” may not be made before the date which is six months after the date of the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death). For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

(c)For purposes of any Award that constitutes a Section 409A Plan, each amount to be paid or benefit to be provided to a Participant that constitutes deferred compensation subject to Section 409A of the Code shall be construed as a separate identified payment for purposes of Section 409A of the Code.

(d)For purposes of Section 409A of the Code, the payment of Dividend Equivalents under any Award shall be construed as earnings and the time and form of payment of such Dividend Equivalents shall be treated separately from the time and form of payment of the underlying Award.

(e)Notwithstanding the foregoing, none of the Company or its Affiliates, or the Plan Related Parties or any of their Affiliates, make any representation to any Participant or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of Section 409A of the Code, and none of the Company or its Affiliates, or the Plan Related Parties or any of their Affiliates, shall have any liability or other obligation to prevent, minimize, or offset any negative consequences under Section 409A or indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

11.16Clawback or Recoupment. Other than with respect to Awards granted prior to the effectiveness of this Plan (and Shares and cash paid or payable thereunder), and unless otherwise specified in the Award Agreement or determined in the Administrator’s sole discretion, all Awards, and all Shares and cash payable under all Awards, are subject to any clawback or recoupment policy adopted by the Company (including any policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws), regardless of whether the policy is adopted after the date on which the Award is granted, vests or becomes exercisable, or is exercised or settled.

Exhibit 10.2 ARES REAL ESTATE INCOME TRUST INC.

INDEPENDENT DIRECTOR RESTRICTED STOCK UNIT NOTICE

FOR

[Insert Name of Participant]

This Notice evidences the award of restricted stock units (each, a “Unit,” and collectively, the “Units”) of Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”), that have been granted to you pursuant to the Ares Real Estate Income Trust Inc. Equity Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms of the attached Restricted Stock Unit Agreement (the “Agreement”). This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. Each whole Unit is equivalent in value to one Class [I-R / I-PR] share of the Company’s Common Stock (each, a “Class [I-R / I-PR] Share” and collectively, the “Class [I-R / I-PR] Shares”) and represents the Company’s commitment to issue one Class [I-R / I-PR] Share at a future date, subject to the terms of the Agreement and the Plan. The Units are credited to a separate account maintained for you on the books and records of the Company (the “Account*”*). All amounts credited to the Account will continue for all purposes to be part of the general assets of the Company.

Date of Grant: ____________

Number of Units: ____________

Vesting Schedule: All of the Units are nonvested and forfeitable as of the Date of Grant. So long as your Service with the Company is continuous from the Date of Grant through the applicable date upon which vesting is scheduled to occur, all of the Units shall vest on the earliest of the following: (i) the first anniversary of the Date of Grant; (ii) the day immediately before the first annual meeting of stockholders of the Company at which members of the Board are to be elected that occurs after the Date of Grant; (iii) the date of your termination of Service due to death or “permanent and total disability” (as defined under Section 22(e)(3) of the Code); or (iv) immediately before and contingent upon the occurrence of a Change in Control.

Ares Real Estate Income Trust Inc.		Date

I acknowledge that I have carefully read the Agreement, the Plan and the private placement memorandum. I agree to be bound by all of the provisions set forth in those documents. I also consent to electronic delivery of all notices or other information with respect to the Units or the Company.

Signature of Participant<br><br>		Date

ARES REAL ESTATE INCOME TRUST INC.

INDEPENDENT DIRECTOR RESTRICTED STOCK UNIT aGREEMENT

1.Terminology. Unless otherwise provided in this Agreement, capitalized terms used herein are defined in the Glossary at the end of this Agreement, the Notice, or the Plan.

2.Vesting. All of the Units are nonvested and forfeitable as of the Date of Grant. So long as your Service is continuous from the Date of Grant through the applicable date upon which vesting is scheduled to occur, the Units will become vested and nonforfeitable in accordance with the vesting schedule set forth in the Notice. Except for the circumstances, if any, described in the Notice, none of the Units will become vested and nonforfeitable after your Service ceases.

3.Termination of Service. Unless otherwise provided in the Notice, if your Service with the Company ceases for any reason, all Units that are not then vested and nonforfeitable will be forfeited to the Company immediately and automatically upon such cessation without payment of any consideration therefor and you will have no further right, title or interest in or to such Units or the underlying Class [I-R / I-PR] Shares.

4.Restrictions on Transfer. Neither this Agreement nor any of the Units may be assigned, transferred, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, and the Units shall not be subject to execution, attachment or similar process. All rights with respect to this Agreement and the Units shall be exercisable during your lifetime only by you or your guardian or legal representative. Notwithstanding the foregoing, the Units may be transferred upon your death by beneficiary designation, last will and testament or under the laws of descent and distribution.

5.Dividend Equivalent Payments. If the Board declares and the Company pays a cash dividend on Class [I-R / I-PR] Shares for any period in which your Units are unpaid and outstanding (regardless of whether such Units are then vested and including any period during which settlement of the Units is deferred pursuant to a valid Deferral Election), you will be entitled to Dividend Equivalents on the dividend payment date established by the Company with respect to that cash dividend equal to the cash dividends that would have been payable on the same number of Class [I-R / I-PR] Shares as the number of whole and fractional Units subject to this Agreement and credited to your account had such Class [I-R / I-PR] Shares been outstanding during the same portion of such period as the Units were unpaid and outstanding. Any such Dividend Equivalents will be paid in the form of additional Units (including, as applicable, fractional Units) being credited to your account, will be subject to the same terms and vesting as the underlying Units with respect to which the Dividend Equivalents are paid, and will be paid at the same time as the underlying Units with respect to which the Dividend Equivalents are paid. The number of additional Units credited to your account as Dividend Equivalents on any dividend payment date with respect to any period for which a dividend is paid shall be determined by dividing (1) the aggregate cash dividend that would have been payable on the same number of Class [I-R / I-PR] Shares as the number of Units subject to this Agreement had such Class [I-R / I-PR] Shares been outstanding during the same portion of such period as the Units were unpaid and outstanding, by (2) the per-share Class [I-R / I-PR] NAV determined on the dividend payment date. For the avoidance of doubt, any additional Units that are credited to

your account as Dividend Equivalents shall thereafter, until their settlement or forfeiture, be treated as unpaid and outstanding Units against which Dividend Equivalents may accrue on subsequent dividend payment dates.

6.Settlement of Units

(a)Manner of Settlement. You are not required to make any monetary payment (other than applicable tax withholding, if required by law) as a condition to settlement of the Units. The Company will issue to you, in settlement of your Units, the number of Class [I-R / I-PR] Shares that equals the number of Units that become vested, and such vested Units will terminate and cease to be outstanding upon such issuance of the Class [I-R / I-PR] Shares. Upon issuance of such Class [I-R / I-PR] Shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. As a condition to the settlement of the Units, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

(b)Timing of Settlement. Except as otherwise provided in a valid deferral election made by you in accordance with Treasury Regulation Section 1.409A-2 and acceptable to the Company (a “Deferral Election”), your Units will be settled by the Company, as described herein, within thirty (30) days after the date that the Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. In all cases absent a Deferral Election, the issuance and delivery of shares under this Agreement is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and shall be construed and administered in such a manner.

(c)Share Transfer Restrictions After Settlement*.* The Class [I-R / I-PR] Shares received by you pursuant to this Agreement upon settlement of your Units shall be eligible for redemption under the Company’s Share Redemption Program, subject to (i) a requirement that you hold at least $30,000 in Class [I-R / I-PR] Shares, based on the then-current Class [I-R / I-PR] NAV and (ii) applicable restrictions under the Company’s Insider Trading Policy. Transfers outside of the Share Redemption Program will be permitted on a case-by-case basis if approved by the Board and such transfers must comply with applicable laws. Transfer restrictions will be lifted in the event you cease to be a director of the Company for any reason.

7.Adjustments for Corporate Transactions and Other Events

(a)Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split affecting, the Class [I-R / I-PR] Shares, the number of outstanding Units shall, without further action of the Administrator, be adjusted to reflect such event. Adjustments under this paragraph will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.

(b)Merger, Consolidation and Other Events. If the Company shall be the surviving or resulting corporation in any merger or consolidation and the Class [I-R / I-PR] Shares shall be converted into other securities, the Units shall pertain to and apply to the securities to which a holder of the number of Class [I-R / I-PR] Shares subject to the Units would have been entitled. If the stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of the number of Class [I-R / I-PR] Shares subject to the Units would have been entitled, in the same manner and to the same extent as the Units. Nothing in this Section 7 shall be construed as limiting or modifying the authority and discretion reserved to the Administrator to take any action with respect to the Units at such time and on such terms and conditions as the Administrator determines in its absolute direction to be desirable pursuant to the Plan.

8.Non-Guarantee of Directorship. Nothing in the Plan or this Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain you as a member of the Board for any period of time or be construed as a limitation on the right of the stockholders to remove you from the Board in accordance with the Company’s charter or bylaws.

9.Rights as Stockholder. You shall not have any of the rights of a stockholder with respect to any shares of Common Stock that may be issued in settlement of the Units until such shares of Common Stock have been issued to you.

10.The Company’s Rights. The existence of the Units shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company's assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Restrictions on Issuance of Shares. The issuance of Class [I-R / I-PR] Shares upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, or foreign law with respect to such securities. No Class [I-R / I-PR] Shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. If necessary to satisfy any law, regulation, rule or administrative decision with respect to the Company’s ongoing operations, including any ongoing offering of Common Stock, the Company shall have authority to replace or modify the terms of any vested or unvested Units with a form of

compensation that is, as close as reasonably practicable as determined in the Administrator’s discretion, economically equivalent as of the date of such replacement or modification, taking into consideration any valid Deferral Elections in effect with respect to such Units.

12.Notices. All notices and other communications made or given pursuant to this Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company, or in the case of notices delivered to the Company by you, addressed to the Company’s Secretary at 1200 17th Street, Suite 2900, Denver, CO 80202, or if the Company should move its principal office, to such principal office or, in either case, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this award of Units by electronic means or to request your consent to participate in the Plan or accept this award of Units by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13.Entire Agreement. This Agreement, together with the relevant Notice, the Plan, and any Deferral Election, contain the entire agreement between the parties with respect to the Units granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Units granted hereunder shall be void and ineffective for all purposes.

14.Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that, except as permitted otherwise pursuant to Section 11 of this Agreement or the Plan, this Agreement may not be modified in a manner that would have a materially adverse effect on the Units as determined in the discretion of the Administrator without your written consent.

15.409A Savings Clause. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect of the Units and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A of the Code. Notwithstanding the provisions of Section 6 of this Agreement, if you are a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Administrator) when you incur a separation from Service (within the meaning of Section 409A of the Code) and your Units are to be settled on account of such separation from Service, settlement of your Units will be made within fifteen (15) days after the end of the six-month period beginning on the date of your separation from Service (or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of your estate following your death), but only if such delay in settlement is necessary to avoid the imposition of additional taxation on you in respect of such settlement under Section 409A of the

Code. Each installment of Units that vests under this Agreement is intended to constitute a “separate payment” for purposes of Section 409A of the Code and Treasury Regulation Section 1.409A-2(b)(2). For purposes of Section 409A of the Code, the crediting and/or payment of Dividend Equivalents under Section 5 of this Agreement shall be construed as earnings and the time and form of payment of such Dividend Equivalents shall be treated separately from the time and form of payment of the underlying Units.

16.No Obligation to Minimize Taxes. The Company has no duty or obligation to minimize the tax consequences to you of this award of Units and shall not be liable to you for any adverse tax consequences to you arising in connection with this award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this award and by signing the Notice, and you have agreed that you have done so or knowingly and voluntarily declined to do so.

17.Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Company’s Secretary at 1200 17th Street, Suite 2900, Denver, CO 80202.

18.No Trust or Fund Created. None of this Agreement, the grant of Units hereunder, the deferral of settlement of the Units pursuant to a Deferral Election, or the issuance of shares of Common Stock upon settlement of the Units shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and you or any other person. To the extent that you or any other person acquires a right to receive payments from the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

19.Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland (without reference to the conflict of laws rules or principles thereof).

20.Arbitration. To the extent that a dispute arises between the parties under this Agreement, the parties agree to attempt to settle such dispute through non-binding mediation to be held for a maximum of one (1) day administered by the Judicial Arbiter Group (“JAG”), before a mutually-agreed representative of JAG, in accordance with its commercial mediation rules then in effect. If such dispute cannot be resolved through mediation, it shall be resolved by binding arbitration before a panel of three (3) arbitrators of JAG (selected by the JAG mediator) under the commercial arbitration rules then in effect. Each party shall bear its own legal, accounting and other similar fees incurred in connection with such arbitration; provided that (a) the losing party shall bear the costs of such arbitration and (b) the arbitrators shall award legal fees to the prevailing party in such dispute. Such arbitration and determination shall be final and binding on the parties and judgment may be entered upon such determination in any court having jurisdiction thereof (and such judgment enforced, if necessary, through judicial proceedings). It is understood and agreed that the arbitrators shall be specifically empowered to designate and award any remedy available at law or in equity, including specific performance. The parties

agree that any such mediation or arbitration shall be conducted in Denver, Colorado. This arbitration provision is in no way intended to reduce or modify the sole and absolute discretion afforded to the Administrator under the Plan.

21.Headings. Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

22.Electronic Delivery of Documents. By your signing the Notice, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Units, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

{Glossary begins on next page}

GLOSSARY

(a)“Administrator” means the Board or, if the Board so delegates its authority, the Compensation Committee.

(b)“Affiliate” or “Affiliated” means, as to any individual, corporation, partnership, trust, limited liability company or other legal entity (i) any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with another person or entity; (ii) any person or entity directly or indirectly owning, controlling, or holding with power to vote ten percent (10%) or more of the outstanding voting securities of another person or entity; (iii) any officer, director, general partner or trustee of such person or entity; (iv) any person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other person; and (v) if such other person or entity is an officer, director, general partner or trustee of a person or entity, the person or entity for which such person or entity acts in any such capacity.

(c)“Agreement” means this document, as amended from time to time, together with the Notice and the Plan which are incorporated herein by reference.

(d)“Beneficial Owner” has the meaning given in Rule 13d-3 under the Exchange Act.

(e)“Board” means the Board of Directors of the Company.

(f)“Change in Control” means any of the following transactions:

(i)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (a “Controlling Interest”), excluding (A) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (B) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)a change in the composition of the Board over a period of thirty-six (36) consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least two-thirds (2/3) of the Board members described in clause (A) who were still in office at the time such election or nomination was approved by the Board; or

(iii)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or

any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred (I) solely as the result of a public offering or (II) by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(g)Class [I-R / I-PR] NAV” means the net asset value per “Class [I-R / I-PR] Share, as determined pursuant to the Company’s valuation policies and procedures, as they may be amended from time to time.

(h)“Class [I-R / I-PR] Share” means a Class [I-R / I-PR] share of Common Stock.

(i)“Code” means the Internal Revenue Code of 1986, as amended.

(j)“Common Stock” means the common stock of the Company, par value $0.01 per share, issued or authorized to be issued in the future, but excluding any preferred stock and any warrants, options or other rights to purchase Common Stock.

(k)“Company” means Ares Real Estate Income Trust Inc., a Maryland corporation.

(l)“Date of Grant” means the effective date of a grant of Units made to you as set forth in the relevant Notice.

(m)“Deferral Election” means a valid deferral election made by you in accordance with Treasury Regulation Section 1.409A-2 and in such form acceptable to the Company in its discretion.

(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o)“Fair Market Value” has the meaning set forth in the Plan.

(p)“Insider Trading Policy” means the Company’s insider trading policy, as it may be amended from time to time.

(q)“Notice” means the statement, letter or other written notification provided to you by the Company setting forth the terms of a grant of Units made to you.

(r)“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(s)“Plan” means the Ares Real Estate Income Trust Fund Inc. Second Amended and Restated Equity Incentive Plan, as it may be amended from time to time.

(t)“Service” means your service as a member of the Board.

(u)“Share Redemption Program” means the Company’s Share Redemption Program, as it may be amended from time to time.

(v)“Unit” means a unit, the value of which shall always be equal to the value of one Class [I-R / I-PR] Share.

(w)“You” or “Your” means the recipient of the Units as reflected on the applicable Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Units may be transferred by beneficiary designation, last will and testament or the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{End of Agreement}