EX-10.9






Exhibit 10.9




INTERSTATE HOTELS & RESORTS, INC. 2007 EQUITY AWARD PLAN

RESTRICTED STOCK AWARD AGREEMENT




THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of      ,      
(the “Date of Grant”), is made by and between Interstate Hotels & Resorts, Inc., a Delaware
corporation (the “Company”) and      (“Participant”).



WHEREAS, the Company has adopted the Interstate Hotels & Resorts, Inc. 2007 Equity Award Plan
(the “Plan”), which Plan is incorporated herein by reference and made a part of this
Agreement;



WHEREAS, the Plan provides for the grant of forfeitable shares of the Company’s Common Stock,
par value $0.01 per share (“Restricted Stock”); and



WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”) has determined that it would be in the best interests of the Company
and its stockholders to grant the award of Restricted Stock provided for herein (the
“Restricted Stock Award”) to Participant, on the terms and conditions described in this
Agreement.



NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:



1. Grant of Restricted Stock Award.




(a) Grant. The Company hereby grants to Participant a Restricted Stock Award
consisting of      shares of Restricted Stock. The Restricted Stock shall vest and become
non-forfeitable in accordance with Section 2 hereof.




(b) Incorporation by Reference, Etc. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth herein, this
Agreement shall be construed in accordance with the provisions of the Plan and any
capitalized terms not otherwise defined in this Agreement shall have the definitions set
forth in the Plan. The Committee shall have final authority to interpret and construe the
Plan and this Agreement and to make any and all determinations under them, and its decision
shall be binding and conclusive upon Participant and his legal representative in respect of
any questions arising under the Plan or this Agreement.



2. Vesting. Except as may otherwise be provided herein, (i) the Restricted Period
shall lapse as described in the table below:



3. Certificates. As soon as practicable after the Restricted Period lapses with
respect to a share of Restricted Stock, the Committee shall cause an unlegended stock certificate
registered in the name of Participant to be issued in respect of the shares of vested Restricted
Stock.



4. Effect of Termination of Services. If the Participant’s service with the Company
terminates prior to the date the Restricted Period lapses for any reason, all unvested Restricted
Stock shall be forfeited without further consideration to the Participant.



5. Rights as a Stockholder; Dividends. Except as provided herein, Participant shall
not be deemed for any purpose to be the owner of any Restricted Stock unless and until the Company
shall have issued the Restricted Stock in accordance with Section 3 hereof. Upon the fulfillment
of the conditions described in the preceding sentence, Participant shall be the record owner of the
Restricted Stock unless and until such shares are sold or otherwise disposed of, and as record
owner shall be entitled to all rights of a common stockholder of the Company; provided that (i) any
cash or in-kind dividends paid with respect to unvested Restricted Stock shall be paid to
Participant when such dividends are paid to stockholders of the Company generally, (ii) Participant
shall be entitled to voting rights with respect to the unvested Restricted Stock and (iii) the
Restricted Stock shall be subject to the limitations on transfer and encumbrance set forth in this
Agreement. As soon as practicable following the vesting of any Restricted Stock, certificates for
such vested Restricted Stock shall be delivered to Participant or to Participant’s legal
representative along with the stock powers relating thereto.



6. Tax Withholding. Participant shall pay to the Company promptly upon request, and
in any event at the time Participant recognizes taxable income in respect of the Restricted Stock,
an amount equal to the taxes the Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Stock. Such payment shall be made, at Participant’s election,
in the form of cash or by delivery of shares of Common Stock (which are not subject to any pledge
or other security interest and are Mature Shares) owned by Participant having a Fair Market Value
equal to such withholding liability. If Participant does not pay the amount required under this
Section 6 by the time Participant recognizes taxable income in respect of the Restricted Stock
Award, the Company shall withhold from the number of shares of Common Stock otherwise issuable
under Section 3 a number of shares with a Fair Market Value equal to the withholding liability (but
no more than the minimum required statutory withholding liability). In addition, the Committee
may, in its sole discretion, to the extent permitted by applicable law, allow such withholding
obligation to be satisfied by any other method described in Section 15(d) of the Plan.



7. Transferability. No share of Restricted Stock may, at any time prior to becoming
vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by
Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.



8. Waiver. Any right of the Company contained in this Agreement may be waived in
writing by the Board. No waiver of any right hereunder by any party shall operate as a waiver of
any other right, or as a waiver of the same right with respect to any subsequent occasion for its
exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this
Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation
of the same breach.



9. Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified first-class mail, return
receipt requested, facsimile, courier service or personal delivery:




if to the Company:




Interstate Hotels & Resorts, Inc.


4501 N. Fairfax Drive


Arlington, VA 22203


Facsimile: [     ]


Attention: Christopher C. Bennett




if to Participant:




Most recent address in Company records



All such notices, demands and other communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if by facsimile.



10. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.



11. No Rights to Service. Nothing contained in this Agreement shall be construed as
giving Participant any right to be retained, in any position, as a consultant or director of the
Company or its Affiliates or shall interfere with or restrict in any way the right of the Company
or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge
Participant at any time for any reason whatsoever.



12. Beneficiary. Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or
revoke such designation. If no designated beneficiary survives Participant, Participant’s estate
shall be deemed to be Participant’s beneficiary.



13. Successors. The terms of this Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and of Participant and the beneficiaries,
executors, administrators, heirs and successors of Participant.



14. Entire Agreement. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and
supersede all prior communications, representations and negotiations in respect thereto. No
change, modification or waiver of any provision of this Agreement shall be valid unless the same be
in writing and signed by the parties hereto.



15. Modifications. No change, modification or waiver of any provision of this
Agreement shall be valid unless the same be in writing and signed by the parties hereto.



16. Bound by Plan. By signing this Agreement, Participant acknowledges that he has
received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by
all the terms and provisions of the Plan. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the Plan shall control.



17. Governing Law.  This Agreement shall be construed and interpreted in accordance
with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or
principals of conflicts of laws of any other jurisdiction which could cause the application of the
laws of any jurisdiction other than the State of Delaware.



18. JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY
TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR
HEARD IN ANY COURT.



19. Headings. The headings of the Sections hereof are provided for convenience only
and are not to serve as a basis for interpretation or construction, and shall not constitute a
part, of this Agreement.



20. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement.



Interstate Hotels & Resorts, Inc.



                                                                     



By:

Title:




Participant