ex10_2.htm


    
      

    

    Exhibit
10.2

     

    
      HERSHA
HOSPITALITY TRUST

      


      Stock Award
Agreement

      


      THIS
AGREEMENT, dated as of the __ day of _____, ____, between HERSHA HOSPITALITY
TRUST, a Maryland real estate investment trust (the “Company”), and ____________
(“Participant”), is made pursuant to the provisions of the Company’s 2008 Equity
Incentive Plan (the “Plan”).  All terms that are used herein that are
defined in the Plan shall have the same meaning given them in the
Plan.

      


      1.             Grant of
Stock Award.  Pursuant to the
Plan, on ____ __, ____ (the “Date of Grant”), the Company granted Participant a
Stock Award with respect to ________ Class A common shares of beneficial
interest (the “Shares”), subject to the terms and conditions of the Plan and
subject further to the terms and conditions set forth herein.

      


      2.       
      Restrictions.  Except as
provided in paragraphs 3, 4 and 5, the Shares are nontransferable and subject to
a substantial risk of forfeiture.  The Shares shall become
transferable and nonforfeitable (“Vested”) to the extent that the requirements
of paragraph 3, 4 or 5 are satisfied.

      


      3.       
      Vesting
During Employment.  On each of the
first, second and third anniversaries of the Date of Grant, ____ Shares shall
become Vested and the remaining ____ Shares shall become Vested on the fourth
anniversary of the Date of Grant if Participant remains in the continuous employ
of the Company or an Affiliate from the Date of Grant until the applicable
anniversary of the Date of Grant.

      


      4.       
      Termination
Without Cause.

      


      (a)       
    Any outstanding Shares that have not previously become
Vested shall be Vested as of the date that Participant’s employment with the
Company and its Affiliates is terminated (i) by the Company or an Affiliate for
any reason other than Cause, (ii) on account of Participant’s death or (iii) on
account of Participant’s Disability.

      


      


      (b)         
  (i) If Participant has an employment agreement with the Company, the
definition of “Cause” as used in this Agreement shall have the meaning set forth
in such agreement, if any.  (ii) If the Participant does not have an
employment or other agreement with the Company that defines “Cause,” for
purposes of this Agreement, the term “Cause” shall mean:

       

      (A)           the
Participant’s conviction of a felony;

      


      (B)      
     the Participant’s theft, embezzlement,
misappropriation of or intentional and malicious infliction of damage to the
Company’s (or its subsidiaries’) property or business
opportunity;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (C)           the
Participant’s material breach of any agreement between Participant and the
Company;

      


      (D)           the
Participant’s neglect of his duties or responsibilities to the Company or his
failure or refusal to follow any written direction of the Board of Trustees of
the Company or any duly constituted committee thereof, which failure continues
for a period of twenty (20) calendar days after Company provides Participant
written notice; or

      


      (E)    
        the Participant’s abuse of
alcohol, drugs or other substances, or his engaging in other deviant personal
activities in a manner that, in the reasonable judgment of the Board of
Trustees, adversely affects the reputation, goodwill or business position of the
Company.

      


      (c)   
        For purposes of this Agreement,
the term “Disability” means that Participant is entitled to benefits under a
long-term disability insurance policy or plan maintained by the Company or an
Affiliate or, if there is no such policy or plan in effect, “Disability” means
that Participant is totally and permanently disabled within the meaning of
Section 22(e)(3) of the Code.

      


      5.          
   Change in
Control.  Any outstanding
Shares that have not previously become Vested shall be Vested as of a Control
Change Date.

      


      6.      
       Forfeiture
of Shares.  Any Shares that
have not Vested in accordance with paragraph 3, 4 or 5 on or before
Participant’s termination of employment shall be forfeited on the date that
Participant’s employment with the Company and its Affiliates terminates or is
terminated for any reason.  Participant shall have no further right or
interest in any Shares that are forfeited in accordance with the preceding
sentence.

      


      7.        
     Custody
of Certificates.  Custody of stock certificates evidencing the
Shares shall be retained by the Company so long as the Shares are not
Vested.  The Company shall deliver to Participant stock certificates
evidencing any Vested Shares as soon as practicable after the Shares become
Vested.

      


      8.        
     Stock
Power.  Participant hereby appoints the Company’s President and
the Company’s Chief Financial Officer as Participant’s attorneys-in-fact with
full power and authority in Participant’s name to assign and convey to the
Company any Shares that are forfeited in accordance with paragraph
6.

      


      9.       
      Shareholder
Rights.  Participant will have the right to receive dividends
on and to vote the Shares on and after the Date of Grant and prior to their
forfeiture under paragraph 6.

      


      10.      
     No Right
to Continued Employment.  This Agreement does not confer upon
Participant any right with respect to continuance of employment by the Company
or an Affiliate, nor shall it interfere in any way with the right of the Company
or an Affiliate to terminate Participant’s employment at any
time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      11.           Change in
Capital Structure.  In accordance with the terms of the Plan,
the terms of this Stock Award shall be adjusted as the Board determines is
equitably required in the event the Company effects one or more stock dividends,
stock split-ups, subdivisions or consolidations of shares or other similar
changes in capitalization.

      


      12.           Governing
Law.  This Agreement shall be governed by the laws of the State
of Maryland (other than any choice-of-law provisions that would require the
application of the laws of a State other than the State of
Maryland).

      


      13.           Conflicts.  In
the event of any conflict between the provisions of the Plan as in effect on the
date of grant and the provisions of this Agreement, the provisions of the Plan
shall govern.  All reference herein to the Plan shall mean the Plan as
in effect on the Award Date.

      


      14.           Participant
Bound by Plan.  Participant hereby acknowledges that a copy of
the Plan has been made available to Participant and agrees to be bound by all
the terms and provisions thereof.

      


      15.           Binding
Effect.  Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Participant and the
successors of the Company.

      


      * *
*


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
behalf, and the Participant has affixed his signature hereto.

      


      
        	 
      	
                HERSHA
      HOSPITALITY TRUST

              
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                By

              	 
	 
      	
                Name:

              	 
	 
      	
                Title:

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                PARTICIPANT

              
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                Name: