Exhibit 10.1

 

RLJ LODGING TRUST

2015 EQUITY INCENTIVE PLAN

 

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

 

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 (i) if the   Restricted Shares are not assumed, or equivalent restricted securities are   not substituted for the Restricted Shares, by the Company or its successor,   or (ii) if assumed or substituted for, upon your Involuntary Termination   within the 12-month period following the consummation of the Change in   Control.

 

“Involuntary   Termination” means termination of your Service by reason of (i) your   involuntary dismissal by the Company or its successor for reasons other than   Cause; or (ii) your voluntary resignation for Good Reason as defined in   any applicable employment or severance agreement, plan, or arrangement   between you and the Company, or if none, then as set forth in the Plan   following (x) a substantial adverse alteration in your title or   responsibilities from those in effect immediately prior to the Change in   Control; (y) a reduction in your annual base salary as of immediately   prior to the Change in Control (or as the same may be increased from time to   time) or a material reduction in your annual target bonus opportunity as of   immediately prior to the Change in Control; or (z) the relocation of   your principal place of employment to a location more than 35 miles from your   principal place of employment as of the Change in Control or the Company’s   requiring you to be based anywhere other than such principal place of   employment (or permitted relocation thereof) except for required travel on   the Company’s business to an extent substantially consistent with your   business travel obligations as of immediately prior to the Change in Control.   To qualify as an “Involuntary Termination” you must provide notice to the   Company of any of the foregoing occurrences within 90 days of the initial   occurrence and the Company shall have 30 days to remedy such occurrence.]
    


 











 

	
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).
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence
    	
 
    	
For purposes of   this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was   approved by your employer in writing if the terms of the leave provide for   continued Service crediting, or when continued Service crediting is required   by applicable law. Your Service terminates in any event when the approved   leave ends unless you immediately return to active employee work.

 

Your employer may   determine, in its discretion, which leaves count for this purpose, and when   your Service terminates for all purposes under the Plan in accordance with   the provisions of the Plan. Notwithstanding the foregoing, the Company may   determine, in its discretion, that a leave counts for this purpose even if   your employer does not agree.
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
You agree as a   condition of this grant that you will make acceptable arrangements to pay any   withholding or other taxes that may be due as a result of the vesting or   receipt of the Restricted Shares. In the event that the Company or any   Affiliate determines that any federal, state, local, or foreign tax or   withholding payment is required relating to the vesting or receipt of Shares   arising from this grant, the Company or any Affiliate shall have the right to   (i) require you to tender a cash payment, (ii) deduct from payments   of any kind otherwise due to you, (iii) permit or require you to enter   into a “same day sale” commitment with a broker-dealer that is a member of   the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you   irrevocably elect to sell a portion of the Shares to be delivered in   connection with
    


 











 

	
 
    	
 
    	
the Restricted   Shares to satisfy withholding obligations and whereby the FINRA Dealer   irrevocably commits to forward the proceeds necessary to satisfy the   withholding obligations directly to the Company or any Affiliate, or   (iv) withhold the delivery of vested Shares otherwise deliverable under   this Agreement to meet such obligations; provided that the Shares so withheld   will have an aggregate Fair Market Value not exceeding the minimum amount of   tax required to be withheld by Applicable Laws.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You agree that the   Company or any Affiliate shall be entitled to use whatever method it may deem   appropriate to recover such taxes. You further agree that the Company or any   Affiliate may, as it reasonably considers necessary, amend or vary this   Agreement to facilitate such recovery of taxes.
    
	
 
    	
 
    	
 
    
	
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 an   employment or other 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.

 

If the Company is   required to prepare an accounting restatement due to the material   noncompliance of the Company, as a result of misconduct, with any financial   reporting requirement under the securities laws and you knowingly engaged in   the misconduct, were grossly negligent in engaging in the misconduct,   knowingly failed to prevent the misconduct or were grossly negligent in   failing to prevent the misconduct, you shall reimburse the Company the amount   of any payment in settlement of this Award earned or accrued during the   12-month period following the first public issuance or filing with the United   States Securities and Exchange Commission (whichever first occurred) of the   financial document that contained such material noncompliance.

 

[Notwithstanding any other provision of the   Plan or any provision of this Agreement, if the Company is required to   prepare an accounting restatement, then you shall forfeit any cash or Shares   received in connection with this Award (or an amount equal to the fair market   value of such Shares on the date of delivery if you no longer hold the   Shares) if pursuant to the terms of this Agreement, the amount of the Award   earned or the vesting in the Award was explicitly based on the achievement of   pre-established performance goals set forth in this Agreement (including   earnings, gains, or other criteria) that are later determined, as a result of   the accounting restatement, not to have been achieved.] [Include if any performance goals are included in   award]
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
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 employees.
    
	
 
    	
 
    	
 
    
	
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.