Exhibit 10.7


 


HOSPITALITY PROPERTIES TRUST


 


RESTRICTED SHARE AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of                         
between                             
(the “Employee”) and Hospitality Properties Trust  (the “Company”).


 


In
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.             Grant of Shares.  The Company
hereby grants to the Employee, effective as of the date of this Agreement,                       
shares of its common shares.  The shares
so granted are hereinafter referred to as the “Shares,” which term shall also
include any shares of the Company issued to the Employee by virtue of his or
her ownership of the Shares, by share dividend, share split, recapitalization
or otherwise.


 


2.             Vesting; Repurchase of Shares.


 


(a)           The Shares shall vest one-fifth as of the
date hereof, a further one-fifth on the                             
of the year first following the date of this Agreement, a further one-fifth on
the                             
of the second year following the date of this Agreement, a further one-fifth on
the                             
of the third year following the date of this Agreement and the final one-fifth
on the                             
of the fourth year following the date of this Agreement.  Any Shares not vested as of any date are
herein referred to as “Unvested Shares.”


 


(b)           In the event the Employee ceases to render
significant services, whether as an employee or otherwise, to (i) the
Company, (ii) the entity which is the manager or shared services
provider to the Company or an entity controlled by, under common control
with or controlling such entity (collectively, the “Manager”), or (iii) an
affiliate of the Company (which shall be deemed for such purpose to include any
other entity to which the Manager is the manager or shared services
provider), the
Company shall have the right and option to purchase from the Employee, for an
amount equal to $.01 per share (as adjusted for any share split or combination,
share dividend, recapitalization or similar event) all or any portion of the
Unvested Shares as of the date the Employee ceases to render such
services.  The Company may exercise such
purchase option by delivering or mailing to the Employee (or his estate), at
any time after the Employee has ceased to render such services, a written
notice of exercise of such option.  Such
notice shall specify the number of Unvested Shares to be purchased.  The price to be paid for the Unvested Shares
to be repurchased may be payable, at the option of the Company, by wire
transfer of immediately available funds or in cash (by check) or any other
reasonable method.


 

















 


3.             Legends.  Each
certificate shall prominently bear a legend in substantially the following
terms:


 


“PURSUANT AND SUBJECT TO THE TERMS OF THE
TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND
SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE STATE DEPARTMENT
OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THE AUTHORITY TO CREATE
ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES
OF ANY EXISTING CLASS OR SERIES OF SHARES. THE TRUST WILL FURNISH A FULL
STATEMENT OF (i) THE AUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES
OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR
SERIES OF SHARES, (ii) THE TERMS OF ANY EXISTING CLASS OR SERIES OF
SHARES, AND (iii) SUCH OTHER INFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF
THE MARYLAND REIT LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER
BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROM
TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP
OF MORE THAN 9.8% OF THE TRUST’S SECURITIES BY ANY PERSON OR GROUP.  THIS DESCRIPTION OF THE RESTRICTIONS UPON
OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE.  A MORE COMPLETE DESCRIPTION OF THESE
RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, COPIES OF
WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO EVIDENCES AND
ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RENEWED RIGHTS
AGREEMENT DATED AS OF MAY 15, 2007 BETWEEN THE TRUST AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY AMENDMENTS OR RENEWALS
THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF
THE TRUST.  UNDER CERTAIN CIRCUMSTANCES,
AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  THE TRUST WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF
MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR.  UNDER CERTAIN CIRCUMSTANCES
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES AN
ACQUIRING PERSON, OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF
SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.  THE RIGHTS SHALL NOT BE EXERCISABLE, AND
SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE
REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH
HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE
OBTAINABLE.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  SUCH SHARES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT OR AN 


 


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OPINION OF THE TRUST’S COUNSEL THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
WERE ISSUED PURSUANT TO AN INCENTIVE PLAN MAINTAINED BY THE TRUST.  THESE SHARES MAY BE SUBJECT TO TRANSFER
AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE SUBJECT TO REPURCHASE
RIGHTS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES OR AN AGREEMENT
BETWEEN THE TRUST AND THE INITIAL HOLDER OF THESE SHARES.  A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”


 


4.             Tax Withholding  To the extent
required by law, the Company shall withhold or cause to be withheld income and
other taxes incurred by the Employee by reason of a grant of Shares, and the
Employee agrees that he or she shall upon request of the Company pay to the
Company an amount sufficient to satisfy its tax withholding obligations from
time to time (including as Shares become vested) as the Company may request.


 


5.             Termination.  This
Agreement shall continue in full force and effect until the earliest to occur
of the following, at which time except as otherwise specified below this
Agreement shall terminate:  (a) the
date on which all repurchase rights referred to in Section 2 hereof have
terminated; or (b) except to the extent specified in such notice, upon
notice of termination by the Company to the Employee pursuant to action taken
by the Company’s Board of Trustees.


 


6.             Miscellaneous.


 


(a)           Amendments.  Neither this
Agreement nor any provision hereof may be changed or modified except by an
agreement in writing executed by the Employee and the Company.


 


(b)           Binding Effect of the Agreement. 
This Agreement shall inure to the benefit of, and be binding upon , the
Company, the Employee and their respective estates, heirs, executors,
transferees, successors, assigns and legal representatives.


 


(c)           Provisions Separable. 
In the event that any of the terms of this Agreement shall be or become
or is declared to be illegal or unenforceable by any court or other authority
of competent jurisdiction, such terms shall be null and void and shall be
deemed deleted from this Agreement, and all the remaining terms of this
Agreement shall remain in full force and effect.


 


(d)           Notices.  Any notice in
connection with this Agreement shall be deemed to have been properly delivered
if it is in writing and is delivered by hand or by facsimile or sent by
registered certified mail, postage prepaid, to the party addressed as follows,
unless another address has been substituted by notice so given:


 


To the Employee: To his address as set forth on the signature page hereof.


 


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  To the Company:

  	
  Hospitality Properties
  Trust

  
	
   

  	
  400 Centre Street

  
	
   

  	
  Newton, MA 02458

  
	
   

  	
  Attn: Secretary

  



 


(e)           Construction.  The headings and subheadings of this
Agreement have been inserted for convenience only, and shall not affect the
construction of the provisions hereof. 
All references to sections of this Agreement shall be deemed to refer as
well to all subsections which form a part of such section.


 


(f)            Employment Agreement. 
This Agreement shall not be construed as an agreement by the Company,
any affiliate or advisor of the Company to employ the Employee, nor is the
Company, any affiliate or advisor of the Company obligated to continue
employing the Employee by reason of this Agreement or the grant of shares to
the Employee hereunder.


 


(g)           Applicable Law. 
This Agreement shall be construed and enforced in accordance with the
laws of The Commonwealth of Massachusetts.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused
this Agreement to be executed under seal, as of the date first above written.


 


 


	
   

  	
  HOSPITALITY
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Address]

  
				



 


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