Exhibit 10.3

 

RLJ LODGING TRUST

2015 EQUITY INCENTIVE PLAN

 

SHARE UNITS AGREEMENT

 

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants share units (“Share Units”) for common shares of its beneficial interests, par value $0.01 (“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 Share Units:
    	
 
    
	
 
    	
 
    
	
 Grant Date:
    	
 
    
	
 
    	
 
    
	
 Vesting Schedule:
    	
[                                 ]
    
	
 
    	
 
    
	
 Purchase Price per Share:
    	
$0.01   (par value)
    


 

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

 

SHARE UNITS AGREEMENT

 

	
Share Units
    	
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 “Share Units”).  The purchase price   is deemed paid by your [prior] Service.
    
	
 
    	
 
    
	
Transfer of Unvested Share Units
    	
Unvested   Share Units may not be sold, assigned, transferred, pledged, hypothecated or   otherwise encumbered, whether by operation of law or otherwise, nor may the   Share Units be made subject to execution, attachment or similar   process.  If you attempt to do any of these things, the Share Units will   immediately become forfeited.
    
	
 
    	
 
    
	
Vesting
    	
The   Company will issue your Share Units in the name set forth on the cover sheet.

 

Your   rights under this Share Units 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 Share Units, as set forth on the   cover sheet of this Agreement.

 

[Notwithstanding your vesting schedule, the Share   Units will become 100% vested upon your termination of Service due to your   death or Disability.]
    
	
 
    	
 
    
	
Delivery
    	
As your   Share Units vest, the Company will issue the Shares to which the then vested   Share Units relate.  The resulting aggregate number of vested Shares   will be rounded to the nearest whole number, and you cannot vest in more than   the number of shares covered by this grant.
    
	
 
    	
 
    
	
[Change in Control
    	
Notwithstanding   the vesting schedule set forth above, upon the consummation of a Change in   Control, the Share Units will become 100% vested (i) if the Share Units   are not assumed, or equivalent restricted securities are not substituted for   the Share Units 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 Share Units evidenced by this   Agreement shall be evidenced in such a manner as the Company, in its   discretion, will deem appropriate, including, without limitation, book-entry,   registration or issuance of one or more Share certificates.      You will have no further rights with regard to a Share Unit once the Share   related to such Share Unit has been issued.
    
	
 
    	
 
    
	
Forfeiture of Unvested Share Units
    	
Unless   the termination of your Service triggers accelerated vesting of your Share   Units, or other treatment pursuant to the terms of this Agreement, the Plan,   or any other written agreement between the Company or any Affiliate, as   applicable, and you, you will immediately and automatically forfeit to the   Company all of the unvested Share Units in the event you are no longer   providing Service for any reason.
    
	
 
    	
 
    
	
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 Share Units   awarded under this Agreement and the Share Units shall immediately expire.

 

In   addition, if you have vested in Share Units 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 Share Units 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 Share Units within a reasonable time period, or you   shall forfeit the 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 Share Units 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.
    
	
 
    	
 
    
	
Shareholder Rights
    	
You, or   your estate or heirs, do not have any of the rights of a shareholder with   respect to any vested or unvested Share Units until the Shares have been   issued to you and either a certificate evidencing your Shares have been   issued or an appropriate entry has been made on the Company’s books.
    
	
 
    	
 
    
	
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 are subject to   automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002   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 or consulting, and/or severance agreement between you and the   Company or an Affiliate, as applicable, 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 Share Units, 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 employment 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.