Exhibit 10.2

 

RLJ LODGING TRUST

2015 EQUITY INCENTIVE PLAN

 

TRUSTEE

RESTRICTED SHARES AGREEMENT

 

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants its common shares of beneficial interests, par value $0.01 (“Restricted Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below.  Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2015 Equity Incentive Plan (as amended from time to time, the “Plan”).

 

	
Name of   Grantee:
    	
 
    
	
 
    	
 
    
	
Last   Four Digits of Grantee’s Social Security Number:
    	
 
    
	
 
    	
 
    
	
Number   of Restricted Shares:
    	
 
    
	
 
    	
 
    
	
Grant   Date:
    	
 
    
	
 
    	
 
    
	
Vesting   Schedule:
    	
[                        ]
    
	
 
    	
 
    
	
 
    	
 
    
	
Purchase   Price per Share:
    	
$
    


 

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement and in the Plan, a copy of which is also attached.  You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

 

	
Grantee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a share certificate or a negotiable instrument.

 











 

RLJ LODGING TRUST

2015 EQUITY INCENTIVE PLAN

 

TRUSTEE

RESTRICTED SHARES AGREEMENT

 

	
Restricted Shares
    	
 
    	
This   Agreement evidences an award of Shares in the number set forth on the cover   sheet and subject to the vesting and other conditions set forth herein, in   the Plan and on the cover sheet (the “Restricted Shares”). The purchase price   is deemed paid by your [prior] Service.
    
	
 
    	
 
    	
 
    
	
Transfer of Unvested Restricted Shares
    	
 
    	
Unvested   Restricted Shares may not be sold, assigned, transferred, pledged,   hypothecated or otherwise encumbered, whether by operation of law or   otherwise, nor may the Restricted Shares be made subject to execution,   attachment or similar process. If you attempt to do any of these things, the   Restricted Shares will immediately become forfeited.
    
	
 
    	
 
    	
 
    
	
Issuance and Vesting
    	
 
    	
The   Company will issue your Restricted Shares in the name set forth on the cover   sheet.

 

Your   rights under this Restricted Shares grant and this Agreement shall vest in   accordance with the vesting schedule set forth on the cover sheet so long as   you continue in Service on the vesting dates set forth on the cover sheet;   provided however, that for purposes of vesting, fractional number of Shares   shall be rounded down to the nearest whole number. You cannot vest in more   than the number of Shares covered by your Restricted Shares, as set forth on   the cover sheet of this Agreement.

 

[Notwithstanding your vesting schedule, the   Restricted Shares will become 100% vested upon your termination of Service   due to your death or Disability.]
    
	
 
    	
 
    	
 
    
	
[Change in Control
    	
 
    	
Notwithstanding   the vesting schedule set forth above, upon the consummation of a Change in   Control, the Restricted Shares will become 100% vested if the Restricted   Shares are not assumed, or equivalent restricted securities are not   substituted for the Restricted Shares, by the Company or its successor.]
    
	
 
    	
 
    	
 
    
	
Evidence of Issuance
    	
 
    	
The   issuance of the Shares under the grant of Restricted Shares evidenced by this   Agreement shall be evidenced in such a manner as the Company, in its   discretion, deems appropriate, including, without limitation, book-entry,   direct registration or issuance of one or more share certificates, with any   unvested Restricted Shares bearing the appropriate restrictions imposed by   this Agreement. As your interest in the Restricted Shares vests, the   recordation of the number of Restricted Shares attributable to you will be   appropriately modified if necessary.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Restricted Shares
    	
 
    	
Unless   the termination of your Service triggers accelerated vesting of your   Restricted Shares or other treatment pursuant to the terms of this Agreement,   the Plan, or any other written agreement between the Company or any Affiliate   and you, you will immediately and automatically forfeit to the Company all of   the unvested Restricted Shares in the event you are no longer providing   Service.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Rights
    	
 
    	
If you   should take actions in violation or breach of or in conflict with any   employment agreement, non-competition agreement, any agreement prohibiting   solicitation of employees or clients of the Company or any Affiliate, or any   confidentiality obligation with respect to the Company or any Affiliate, or   otherwise in competition with the Company or any Affiliate, the Company has   the right to cause an immediate forfeiture of your rights to the Restricted   Shares awarded under
    


 











 

	
 
    	
 
    	
this   Agreement and the Restricted Shares shall immediately expire.

 

In   addition, if you have vested in Restricted Shares during the [three]   year period prior to your actions, you will owe the Company a cash payment   (or forfeiture of Shares) in an amount determined as follows: (1) for   any Shares that you have sold prior to receiving notice from the Company, the   amount will be the proceeds received from the sale(s), and (2) for any   Shares that you still own, the amount will be the number of Shares owned   times the Fair Market Value of the Shares on the date you receive notice from   the Company (provided, that the Company may require you to satisfy your   payment obligations hereunder either by forfeiting and returning to the   Company the Restricted Shares or any other Shares or making a cash payment or   a combination of these methods as determined by the Company in its sole   discretion).
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
This   Agreement and the grant evidenced hereby do not give you the right to be   retained by the Company or any Affiliate in any capacity. Unless otherwise   specified in a written agreement between the Company or any Affiliate and   you, the Company or any Affiliate reserves the right to terminate your   Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Dividends
    	
 
    	
You   will be entitled to receive, upon the Company’s payment of a cash dividend on   outstanding Shares, an amount equal to the per Share cash dividend multiplied   by the number of Restricted Shares subject to this Agreement that you hold as   of the record date for such dividend, regardless of whether your Restricted   Shares have vested at the time of payment of the cash dividend.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
If and   to the extent that the Shares are represented by certificates rather than   book entry, all certificates representing the Shares issued under this grant   shall, where applicable, have endorsed thereon the following legends:

 

“THE   SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING,   FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH   SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED   HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON   FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON   WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF   THE SHARES REPRESENTED BY THIS CERTIFICATE.”

 

To the   extent the Shares are represented by a book entry, such book entry will   contain an appropriate legend or restriction similar to the foregoing.
    
	
 
    	
 
    	
 
    
	
Code   Section 83(b) Election
    	
 
    	
Under   Section 83 of the Internal Revenue Code of 1986, as amended (the   “Code”), the difference between the purchase price (if any) paid for the   shares of Restricted Shares and their Fair Market Value on the date any   forfeiture restrictions applicable to such shares lapse will be reportable as   ordinary income at that time. For this purpose, “forfeiture restrictions”   include the forfeiture as to unvested Restricted Shares described above. You   may elect to be taxed at the time the Restricted Shares are acquired, rather   than when such shares cease to be subject to such forfeiture restrictions, by   filing an election under Code Section 83(b) with the Internal   Revenue Service within thirty (30) days after the Grant Date. You will have   to make a tax payment to the extent the purchase price is less than the Fair   Market Value of the shares on the Grant Date. No tax payment will have to be   made to the extent the purchase price is at least equal to the Fair Market   Value of the Restricted Shares on the Grant Date. The form for making this   election is attached as Exhibit A   hereto. Failure to make this filing within the thirty (30)-day period will   result in the
    


 











 

	
 
    	
 
    	
recognition   of ordinary income by you (in the event the Fair Market Value of the   Restricted Shares as of the vesting date exceeds the purchase price) as the   forfeiture restrictions lapse.

 

YOU   ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO   DETERMINE WHETHER OR NOT TO MAKE A FILING, AND IF YOU DETERMINE TO MAKE SUCH   A FILING, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU   REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF.   YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS   TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
This   Award is subject to mandatory repayment by you to the Company to the extent   you are or in the future become subject to any Company “clawback” or   recoupment policy that requires the repayment by you to the Company of   compensation paid by the Company to you in the event that you fail to comply   with, or violate, the terms or requirements of such policy.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This   Agreement will be interpreted and enforced under the laws of the State of   Maryland, other than any conflicts or choice of law rule or principle   that might otherwise refer construction or interpretation of this Agreement   to the substantive law of another jurisdiction.
    
	
 
    	
 
    	
 
    
	
The Plan
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference.

 

Certain capitalized terms used in this   Agreement are defined in the Plan, and have the meaning set forth in the   Plan.

 

This   Agreement and the Plan constitute the entire understanding between you and   the Company regarding this grant. Any prior agreements, commitments or   negotiations concerning this grant are superseded; except that any written   employment, consulting, confidentiality, non-competition, non-solicitation   and/or severance agreement between you and the Company or any Affiliate shall   supersede this Agreement with respect to its subject matter.
    
	
 
    	
 
    	
 
    
	
Corporate Activity
    	
 
    	
Your   grant shall be subject to the terms of any applicable agreement of merger,   liquidation or reorganization in the event the Company is subject to such   corporate activity.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
In   order to administer the Plan, the Company may process personal data about   you. Such data includes, but is not limited to, information provided in this   Agreement and any changes thereto, other appropriate personal and financial   data about you such as your contact information, payroll information and any   other information that might be deemed appropriate by the Company to   facilitate the administration of the Plan.

 

By   accepting this grant, you give explicit consent to the Company to process any   such personal data.
    
	
 
    	
 
    	
 
    
	
Notice Delivery
    	
 
    	
By   accepting these Restricted Shares, you agree that notices may be given to you   in writing either at your home address as shown in the records of the Company   or an Affiliate or by electronic transmission (including e-mail or reference   to a website or other URL) sent to you through the Company’s or an   Affiliate’s, as applicable, normal process for communicating electronically   with its trustees.
    
	
 
    	
 
    	
 
    
	
Code Section 409A
    	
 
    	
It is   intended that this Award comply with Code Section 409A or an exemption to   
    


 











 

	
 
    	
 
    	
Code   Section 409A. To the extent that the Company determines that you would   be subject to the additional 20% tax imposed on certain non-qualified   deferred compensation plans pursuant to Code Section 409A as a result of   any provision of this Agreement, such provision shall be deemed amended to   the minimum extent necessary to avoid application of such additional tax. The   nature of any such amendment shall be determined by the Company. For purposes   of this Award, a termination of Service only occurs upon an event that would   be a Separation from Service within the meaning of Code Section 409A.   Notwithstanding anything to the contrary in the Plan or this Agreement,   neither the Company, its Affiliates, the Board, nor the Committee will have   any obligation to take any action to prevent the assessment of any excise tax   or penalty on you under Section 409A, and neither the Company, its   Affiliates, the Board, nor the Committee will have any liability to you for   such tax or penalty.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

 











 

Exhibit A

 

ELECTION UNDER SECTION 83(b) OF
 THE INTERNAL REVENUE CODE

 

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

 

1.              The name, address, and social security number of the undersigned taxpayer:

 

	
Name:
    	
 
    
	
 
    	
 
    
	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 Social Security Number:
    	
 
    


 

2.              Description of property with respect to which the election is being made:

 

               common shares of beneficial interests, par value $0.01 (“Restricted Shares”), of RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”).

 

3.              The date on which the property was transferred is:                           , 20    .

 

4.              The taxable year to which this election relates is calendar year: 20      .

 

5.              Nature of restrictions to which the property is subject:

 

The shares are subject to the provisions of a Restricted Shares Agreement between the undersigned taxpayer and the Company.  The shares are subject to forfeiture under the terms of the Restricted Shares Agreement.

 

6.                                      The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was: $                     per share, for a total of $                    .

 

7.                                      The amount paid by taxpayer for the property was: $                    .

 

8.                                      A copy of this statement has been furnished to the Company.

 

	
Dated:                             ,
    	
 
    
	
 
    	
 
    
	
 
    	
Taxpayer’s   Signature
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Taxpayer’s   Printed Name
    


 











 

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

 

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:(1)

 

1.                                     You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within thirty (30) days after the Grant Date of your Restricted Shares.

 

2.                                      At the same time you file the election form with the IRS, you must also give a copy of the election form to the Plan Administrator of the Company.

 

3.                                      You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the Restricted Shares are transferred to you.

 




(1)                                 Whether or not to make the election is your decision and may create tax consequences for you.  You are advised to consult your tax advisor if you are unsure whether or not to make the election.