exv10w7






Exhibit 10.7




CHATHAM LODGING TRUST




Share Award Agreement



     THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the ___day of January, 2010, governs
the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the
“Company”), to                                          (the “Participant”), in accordance with and subject to the
provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made
available to the Participant. All terms used in this Agreement that are defined in the Plan have
the same meaning given them in the Plan.



     1. Grant of Share Award. In accordance with the Plan, and effective as of January ___,
2010 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and
conditions of the Plan and this Agreement, a Share Award of [   ] Common Shares (the “Share Award”).



     2. Vesting. The Participant’s interest in the Common Shares covered by the Share
Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b) and (c)
below.



          (a) Continued Service on Board. The Participant’s interest in one-third of the Common Shares
covered by the Share Award shall become vested and nonforfeitable on the first anniversary of the
Date of Grant if the Participant serves continuously as a member of the Board from the Date of
Grant until the first anniversary of the Date of Grant. The Participant’s interest in an
additional one-third of the Common Shares covered by the Share Award shall become vested and
nonforfeitable on the second anniversary of the Date of Grant if the Participant serves
continuously as a member of the Board from the Date of Grant until the second anniversary of the
Date of Grant. The Participant’s interest in the remaining one-third of the Common Shares shall
become vested and nonforfeitable on the third anniversary of the Date of Grant if the Participant
serves continuously as a member of the Board from the Date of Grant until the third anniversary of
the Date of Grant.




          (b) Change in Control. The Participant’s interest in all of the Common Shares covered by the
Share Award (if not sooner vested), shall become vested and nonforfeitable on a Control Change Date
if the Participant serves continuously as a member of the Board from the Date of Grant until the
Control Change Date.




          (c) Death or Disability. The Participant’s interest in all of the Common Shares covered by
the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the
Participant’s service as a member of the Board ends if (i) the Participant’s service on the Board
ends on account of the Participant’s death or permanent and total disability (as defined in section
22(e)(3) of the Internal Revenue Code of 1986, as amended)




 









 




and (ii) the Participant serves continuously as a member of the Board from the Date of Grant until
the date of such cessation of Board service.



Except as provided in this Section 2, any Common Shares covered by the Share Award that are not
vested and nonforfeitable on or before the date that the Participant’s service on the Board ends
shall be forfeited on the date that such service terminates.




     3. Transferability. Common Shares covered by the Share Award that have not become
vested and nonforfeitable as provided in Section 2 cannot be transferred. Common Shares covered by
the Share Award may be transferred, subject to the requirements of applicable securities laws,
after they become vested and nonforfeitable as provided in Section 2.



     4. Shareholder Rights. On and after the Date of Grant and prior to their forfeiture,
the Participant shall have all of the rights of a shareholder of the Company with respect to the
Common Shares covered by the Share Award, including the right to vote the shares and to receive,
free of all restrictions, all dividends declared and paid on the shares. Notwithstanding the
preceding sentence, the Company shall retain custody of the certificates evidencing the Common
Shares covered by the Share Award until the date that the Common Shares become vested and
nonforfeitable and the Participant hereby appoints the Company’s Secretary as the Participant’s
attorney in fact, with full power of substitution, with the power to transfer to the Company and
cancel any Common Shares covered by the Share Award that are forfeited under Section 2.



     5. No Right to Continued Service. The grant of the Share Award does not give the
Participant any rights with respect to continuing to serve on the Board.



     6. Governing Law. This Agreement shall be governed by the laws of the State of
Maryland except to the extent that Maryland law would require the application of the laws of
another State.



     7. Conflicts. In the event of any conflict between the provisions of the Plan as in
effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All
references herein to the Plan shall mean the Plan as in effect on the Date of Grant.



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



     9. Binding Effect. Subject to the limitations stated above and in the Plan, this
Agreement shall be binding upon the Participant and his or her successors in interest and the
Company and any successors of the Company.



[Signature page follows.]




 









 





     IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the
date first set forth above.



	 	 	 	 	 	 	 	 	 
	CHATHAM LODGING TRUST	 	 	 	[NAME OF PARTICIPANT]	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Title: