Exhibit 10.1


 




TREMONT MORTGAGE TRUST


 


AMENDED AND RESTATED 2017 EQUITY COMPENSATION
PLAN


 


Tremont Mortgage Trust hereby adopts the Amended and Restated Tremont
Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date, subject to the approval of the Company's shareholders.


 


I.    PURPOSE


 


The Plan is intended to advance the interests of the Company and its
subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of the Company, the Manager
or The RMR Group LLC, and others rendering valuable services to the Company, its subsidiaries or to the Manager or The RMR Group LLC,
through grants of the Company's Shares.


 


II.    DEFINITIONS


 


Terms that are capitalized in the text of the Plan have the meanings
set forth below:


 


(a)"Board" means the Board of Trustees of the Company.


 


(b)"Company" means Tremont Mortgage Trust, a Maryland
real estate investment trust.


 


(c)"Exchange Act" means the Securities Exchange
Act of 1934, as amended.


 


(d)"Key Person" means an employee, consultant,
advisor, Trustee, officer or other person providing services to the Company, to a subsidiary of the Company, or to the Manager or The
RMR Group LLC or an affiliate of the Manager or The RMR Group LLC.


 


(e)"Manager" means a person or entity providing
management or administrative services to the Company.


 


(f)"Participant" means a person to whom Shares
have been granted, or any other person who becomes owner of the Shares by reason of such person's death or incapacity.


 


(g)"Plan" means this Amended and Restated Tremont
Mortgage Trust 2017 Equity Compensation Plan, as it may be amended from time to time.


 


(h)"Securities Act" means the Securities Act of
1933, as amended.


 


(i)"Share Agreement" means an agreement between
the Company and a Participant regarding Shares issued to the Participant pursuant to the Plan.


 


(j)"Shares" means the Company's Common Shares of
Beneficial Interest, $0.01 par value per share.


 


(k)"Trustee" means a member of the Board.


 


III.    SHARES SUBJECT TO THE PLAN


 


Subject to the provisions of Article VII, the maximum number of
Shares which may be granted under the Plan following the Effective Date shall equal 582,500. If any Shares subject to an award under the
Plan are forfeited, cancelled, repurchased or surrendered (including in satisfaction of tax obligations), the Shares with respect to such
award shall, to the extent of any such forfeiture, cancellation, repurchase or surrender, again be available for awards under the Plan.


 






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Subject to the terms of any Share Agreement, a holder of Shares granted
under the Plan, whether or not vested, shall have all of the rights of a shareholder of the Company, including the right to vote the Shares
and the right to receive any distributions, unless the Board shall otherwise determine. Certificates representing Shares or statements
representing Shares in book-entry form may be imprinted with a legend to the effect that the Shares represented may not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of the Securities Act and the applicable
Share Agreement, if any. In addition, the Company may hold the certificates representing Shares pending lapse of any applicable vesting,
forfeiture, repurchase, transfer or similar restrictions.


 


IV.    METHOD OF GRANTING SHARES


 


Grants of Shares to any Key Person shall be made by action of the Board,
which shall have the sole discretion (subject to the terms of the Plan) to select persons to whom Shares are to be granted, the amount
and timing of each such grant, the extent, if any, to which vesting restrictions or other conditions shall apply to the award and all
other terms and conditions of any award (which terms and conditions need not be the same as between recipients or awards). If a person
to whom such a grant of Shares has been made fails to execute and deliver to the Company a Share Agreement within ten (10) days after
it is submitted to him, her or them, the grant of Shares related to such Share Agreement may be cancelled by the Company, acting by the
Board, at its option and in its discretion without further notice to the Participant. Nothing in this Section IV shall prevent the
Board from delegating its authority to make grants to a committee pursuant to Section V.


 


V.    ADMINISTRATION OF THE PLAN


 


The Plan shall be administered by the Board or, in the discretion of
the Board, a committee of the Board designated by the Board and composed of at least two (2) members of the Board. All references
in the Plan to the Board shall be understood to refer to such committee or the Board, whichever shall be administering the Plan from time
to time. All questions of interpretation and application of the Plan and of grants of Shares shall be determined by the Board in its sole
discretion and the Board shall have the authority to do all things necessary to carry out the purposes of the Plan, and its determinations
shall be final and binding upon all persons, including the Company and all Participants. Without limiting the generality of the foregoing,
the Board is authorized to: (i) adopt and approve from time to time the forms and, subject to the terms of the Plan, the terms and
conditions of any Share Agreement; (ii) make adjustments to awards in response to changes in applicable laws, regulations or accounting
principles; and (iii) prescribe, amend and rescind rules and regulations relating to the Plan. If it determines to do so, the
Board may grant Shares under this Plan that are not subject to vesting, forfeiture, repurchase and transfer restrictions.


 


For so long as Section 16 of the Exchange Act is applicable to
the Company, each member of any committee designated to administer the Plan shall qualify as a "non-employee director" within
the meaning of Rule 16b-3 under the Exchange Act and its composition shall comply with all other applicable legal requirements.


 


With respect to persons subject to Section 16 of the Exchange
Act with respect to the Company, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3
or its successor under the Exchange Act.


 


VI.    ELIGIBLE PERSONS


 


The persons eligible to receive grants of Shares shall be those persons
selected by the Board in its discretion from among Key Persons who contribute to the business of the Company and its subsidiaries, if
any.


 


VII.    CHANGES IN CAPITAL STRUCTURE


 


In the event of any stock dividend or other similar distribution (whether
in the form of stock or other securities), stock split or combination of shares (including a reverse stock split), conversion, reorganization,
consolidation, split-up, spin-off, combination, merger, exchange of stock, extraordinary cash dividend or other similar transaction or
event, the Board shall make adjustments to the maximum number of Shares that may be issued under the Plan under Article III and Article IV
and shall also make appropriate adjustments to the number and kind of shares of stock, securities or other property (including cash) subject
to awards then outstanding under the Plan affected by such change and to the other terms and conditions of such awards. No fractional
Shares shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole Share.


 






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VIII.    EFFECTIVE DATE, DURATION, AMENDMENT
AND TERMINATION OF PLAN


 


The amendment and restatement of the Plan shall be effective at the
close of business on May 27, 2021 (the "Effective Date"), subject to its approval by the Company's shareholders. Shares
may be granted under the Plan from time to time until the close of business on May 27, 2031. Awards outstanding at Plan termination
shall remain in effect according to their terms and the provisions of the Plan. The Board hereafter may at any time amend or terminate
the terms of an award or the Plan in any respect; provided that (without limiting Article VII hereof) the Board may not, without
the affected Participant's consent, amend or terminate the terms of an award or the Plan so as to affect adversely the Participant's rights
under an outstanding award. Any amendments to the Plan shall be conditioned upon shareholder approval only to the extent, if any, such
approval is required by applicable law or listing requirements.


 


IX.    MISCELLANEOUS


 


A. Nonassignability of Shares. Shares subject to a
Share Agreement shall not be assignable or transferable by a Participant except in accordance with the terms of the applicable Share Agreement
or as may be permitted by the Board.


 


B. No Guarantee of Employment. Neither the award of
Shares nor a Share Agreement shall give any person the right to continue in the employment or service of, or to continue to act as an
officer or Trustee of, or to serve in any other capacity with, the Company, any subsidiary or the Manager or The RMR Group LLC or
any affiliate of the Manager or The RMR Group LLC.


 


C. Tax Withholding; Section 409A. To the extent
required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by a Participant by reason of a grant
of Shares, and, as a condition to the receipt of any grant of Shares, a Participant agrees that if the amount payable to him, her or them
by the Company in the ordinary course is insufficient to pay such taxes, he, she or they shall, upon request of the Company, pay the Company
an amount sufficient to satisfy its tax withholding obligations. Without limiting the foregoing, the Board may in its discretion permit
any Participant's withholding obligation to be paid in whole or in part in the form of Shares, by withholding from the Shares to be issued
to such Participant or by accepting delivery of Shares already owned by him, her or them. The fair market value of the Shares for this
purpose shall be the closing price of the Shares on the principal securities exchange on which the Shares are listed on the date such
Shares are repurchased by the Company, unless otherwise determined by the Board in its discretion. If payment of withholding taxes is
made in whole or in part in Shares, the Participant shall deliver to the Company share certificates registered in his, her or their name
or other evidence of legal and beneficial ownership of Shares owned by him, her or them, fully vested and free of all liens, claims and
encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record holder of the Shares represented
by such share certificates. If the Participant is subject to Section 16(a) of the Exchange Act, his, her or their ability to
pay the withholding obligation in the form of Shares shall be subject to such additional restrictions as may be necessary to avoid any
transaction that might give rise to liability under Section 16(b) of the Exchange Act. It is intended that awards granted under
the Plan be exempt from the application of Section 409A of the Code, and the Plan and such awards shall be construed in accordance
with that intention.


 


D.
Conditions to Issuance. The issuance of Shares under the Plan is subject to compliance with (1) the laws, rules and regulations
of all public agencies and authorities applicable to the issuance and distribution of Shares and (2) the listing rules of any
stock exchange or national market system on which the Shares are listed. 


 


E. No Fractional Shares. No fractional Shares shall
be issued or delivered pursuant to the Plan. The Board shall determine whether cash, other awards, or other property shall be issued or
paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.


 






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F. Governing Law. The Plan shall be governed by and
construed and enforced in accordance with the laws of the State of Maryland applicable to contracts made and to be performed therein,
without reference to the conflicts of law principles thereof.


 


G. Change in Control. Each unvested Share under the
Plan immediately prior to the occurrence of a "Change in Control" or a "Termination Event" shall become fully vested
upon the occurrence of the Change in Control or Termination Event, as each term is defined below.


 


A "Change in Control" shall be deemed to have occurred if
any of the events set forth in any one of the following paragraphs shall have occurred:


 


(a) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 50% or more of either the then outstanding common shares of beneficial interest
of the Company or the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in paragraph (c)(i) below;


 


(b) the following individuals cease for any reason to
constitute a majority of the number of Trustees then serving: individuals who, on the Effective Date, constitute the Board and any new
Trustee (other than a Trustee whose initial assumption of office is in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of Trustees) whose appointment or election by the Board or nomination
for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Trustees
then in office who either were Trustees on the Effective Date or whose appointment, election or nomination for election was previously
so approved or recommended;


 


(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 shareholders 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 shareholders of the Company
in substantially the same proportions as their ownership of the Company immediately prior to such sale.


 


Notwithstanding
anything to the contrary set forth herein, a transaction involving the Company and an Excluded Entity (or Affiliate) in which the award
of Shares is to be assumed by the successor (or replaced by a substantially equivalent award) shall not constitute a Change in Control.



 


A "Termination Event" shall occur if Tremont Realty Advisors LLC
(or any entity controlled by, under common control with or controlling Tremont Realty Advisors LLC) ceases to be the manager or shared
services provider to the Company.


 






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For purposes of the defined terms used in this Section IX.G.,
but not previously defined in the Plan, the following definitions shall apply:


 


"Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.


 


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


 


"Excluded Entity" shall mean any entity to which The RMR
Group LLC (or any entity controlled by, under common control with or controlling The RMR Group LLC) provides management, advisory
or shared services.


 


"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 subsidiaries, (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 and (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership
of shares of the Company.


 






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