exv10w5






Exhibit 10.5




PEBBLEBROOK HOTEL TRUST






Share Award Agreement




     THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the ___day of                     , 2009,
governs the Share Award granted by PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust
(the “Company”), to                                          (the “Participant”), in accordance with and subject
to the provisions of the Company’s 2009 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                     
___, 2009 (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), (c) and
(d) below.



          (a) Continued Employment. 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 remains in the continuous employ of the Company or an Affiliate
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 remains
in the continuous employ of the Company or an Affiliate 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 covered by the Share Award shall become vested and nonforfeitable on the third
anniversary of the Date of Grant if the Participant remains in the continuous employ of the Company
or an Affiliate 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 remains in the continuous employ of the Company or an Affiliate 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 employment by the Company and its Affiliates ends if (i) such employment ends on
account of the Participant’s death or permanent and total disability (as defined in Code section
22(e)(3)) and (ii) the Participant remains in the continuous



 









 







employ of the Company or an Affiliate from the Date of Grant until the date such employment ends.



          (d) Termination of Employment Without Cause. 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 employment by the Company and its Affiliates ends if (i) such
employment is terminated by the Company or an Affiliate without Cause and (ii) the Participant
remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the
date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board
concludes, in good faith and after reasonable investigation, that (i) the Participant has been
charged by the United States or a State or political subdivision thereof with conduct which is a
felony under the laws of the United States or any State or political subdivision thereof; (ii) the
Participant engaged in conduct relating to the Company constituting material breach of fiduciary
duty, willful misconduct (including acts of employment discrimination or sexual harassment) or
fraud; (iii) the Participant breached his obligations or covenants restricting the recruitment of
Company or Affiliate employees to work for another employer set forth in an agreement with the
Company in any material respect; or (iv) the Participant materially failed to follow a proper
directive of the Board within the scope of the Participant’s duties (which shall be capable of
being performed by the Participant with reasonable effort) after written notice from the Board
specifying the performance required and the Participant’s failure to perform within thirty days
after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be
deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the
result thereof would be unethical or illegal.



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 employment by the Company
and its Affiliates ends shall be forfeited on the date that such employment 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 Employment. The grant of the Share Award does not give the
Participant any rights with respect to continued employment by the Company or an Affiliate.



 









 





     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.



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



	 	 	 	 	 	 	 	 	 
	PEBBLEBROOK HOTEL TRUST	 	 	 	[NAME OF PARTICIPANT]	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title: