NOTE 6: Equity Compensation Plans

Long Term Incentive Plan

On April 5, 2011, our board of directors approved and adopted the Long Term Incentive Plan, or the incentive plan, and the Independent Directors Compensation Plan, or the director plan. Our incentive plan provides for the grants of awards to our directors, officers and full-time employees (in the event we ever have employees), full-time employees of our advisor and its affiliates, full-time employees of entities that provide services to our advisor, directors of our advisor or of entities that provide services to it, certain of our consultants and certain consultants to our advisor and its affiliates or to entities that provide services to our advisor. The incentive plan authorizes the grant of restricted or unrestricted shares of our common stock, non-qualified and incentive stock options, restricted stock units, stock appreciation rights, dividend equivalents and other stock- or cash-based awards. On July 29, 2013, our board of directors and stockholders approved the amendment and restatement of our incentive plan to reduce the number of shares of common stock issuable thereunder to 800,000 shares.

Under the director plan, which operates as a sub-plan of our incentive plan, each of our independent directors will receive 3,000 shares of common stock annually. In addition, our independent directors may elect to receive their annual cash fee in the form of our common shares or a combination of common shares and cash. On October 29, 2013, our compensation committee made the initial stock grant under the director plan so that our independent directors received 9,000 shares of our common stock, in the aggregate valued at $77 using our closing stock price of $8.60. These awards vested immediately. On May 14, 2014, our compensation committee made a stock grant under the director plan so that our independence directors received 9,000 shares of our common stock, in the aggregate valued at $81 using our closing stock price of $8.95. These awards vested immediately.

On February 18, 2015, the compensation committee of IRT awarded 100,000 shares of IRT restricted common stock, valued at $935 using IRT’s closing stock price of $9.35, to persons affiliated with IRT’s advisor, including their executive officers. These awards generally vest over three-year periods.

On January 31, 2014, the compensation committee awarded 40,000 shares of restricted common stock, valued at $328 using our closing stock price of $8.20, to persons affiliated with our advisor, including our executive officers. These awards generally vest over three-year periods.

On January 31, 2014, the compensation committee awarded 80,000 stock appreciation rights, or SARs, valued at $49 based on a Black-Scholes option pricing model at the date of grant, to persons affiliated with our advisor, including our executive officers. The SARs vest over a three-year period and may be exercised between the date of vesting and January 31, 2019, the expiration date of the SARs.

A summary of the SARs activity of the Incentive Award Plan is presented below.


	2014
	SARs		Exercise Price
Outstanding, January 1,		—	$	—
Granted		80,000		8.20
Expired		—		—
Exercised		—		—
Forfeited		—		—

Outstanding, December 31,		80,000	$	8.20

SARs exercisable at December 31,		8,000

As of December 31, 2014, our closing common stock price was $9.31, which exceeded the exercise prices of the SARs. The total intrinsic value of these SARs outstanding and exercisable at December 31, 2014 was $9.

The following table summarizes information about the SARs outstanding and exercisable as of December 31, 2014:

SARs Outstanding

SARs Exercisable

Exercise Price

Number
Outstanding

Remaining
Contractual
Life

Exercise Price

Number
Exercisable

Weighted
Average
Remaining
Contractual
Life

Weighted
Average
Exercise Price

$8.20

80,000

3 years

8.20

8,000

3 years

8.20

As of December 31, 2014, the unearned compensation cost relating to unvested SAR awards was $33.

A summary of the restricted common share awards as of December 31, 2014 and 2013 of the Incentive Award Plan is presented below.


	2014
	Number of Shares			Grant Date Fair Value Per Share
Balance, January 1,		—		$	—
Granted		40,000			8.20
Vested		(4,000	)		8.20
Forfeited		—			—

Balance, December 31,		36,000		$	8.20

As of December 31, 2014, the unearned compensation cost relating to unvested restricted common share awards was $219. The estimated fair value of restricted common share awards vested during 2014 was $37.

Distribution Reinvestment Program

We had adopted a distribution reinvestment program, or the DRP, through which our stockholders could elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares in lieu of receiving cash distributions. The common stock available under the DRP was reallocated to the August 2013 underwritten offering when the amended registration statement was filed and the DRP was subsequently terminated. No selling commissions or dealer manager fees were paid on shares sold under the DRP.