exh10-3.htm


    
      

    


    Exhibit
10.3

    


    


    

    


    


    


    


    EMPLOYEE STOCK
GRANT

    (under
the FelCor Lodging Trust Incorporated

    2005
Restricted Stock and Stock Option Plan)

    


    AGREEMENT

    


    This
Agreement (this “Agreement”) is made and entered into effective as of December
__, 2009 between FelCor Lodging Trust Incorporated, a Maryland corporation (the
“Company”), and  the undersigned employee of the Company (the
“Grantee”).

    


    W I T N E S S E T H:

    


    WHEREAS,
the Compensation Committee and Board of Directors of the Company have adopted
the FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option
Plan (the “Plan”); and

    


    WHEREAS,
the stockholders of the Company have approved the Plan; and

    


    WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board of Directors of
the Company (the “Committee”) has authorized the Company to grant to the Grantee
shares of common stock of the Company (“Common Stock”) on the terms and
conditions herein set forth

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as
follows:

    


    1.           Incorporation of the
Plan.  A copy of the Plan, as amended, is attached hereto and
hereby incorporated herein by reference, and with respect to the grant of
Restricted Stock set forth and defined in Section 2(a) below, all of the terms,
conditions and provisions contained therein shall be deemed to be terms,
conditions and provisions of this Agreement.  All terms used herein
that are defined in the Plan shall have the meanings set forth in the
Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Grant of Restricted Stock
and Cash Payment.

    


    (a)           The Grant. Pursuant
to the authorization of the Committee, and subject to the terms, conditions and
provisions contained in the Plan and this Agreement, the Company hereby grants
to the Grantee, as a matter of separate inducement and agreement in connection
with the Grantee’s employment, but not in lieu of any salary or other
compensation for the Grantee’s services, the aggregate number of shares of
Common Stock of the Company set forth on the signature page hereof (the
“Restricted Stock”). The Restricted Stock, until vested as herein provided,
shall be subject to certain restrictions and to forfeiture upon the occurrence
of certain events, all as set forth in Section 2(c) hereof.  The
Restricted Stock granted hereby shall become vested in the Grantee in equal
installments on January 1 of each of 2012, 2013, and 2014, subject only to the
Grantee remaining as an employee of the Company in good standing on that
date.

     

    (b)           Restricted
Stock.  The Restricted Stock granted pursuant hereto shall be
issued and registered in the name of the Grantee and the Grantee shall be
entitled to vote the same (in person or by proxy) and to receive all dividends
and other distributions thereon unless and until such Restricted Stock is
forfeited as hereinafter provided.  During the period prior to vesting
(the “Restricted Period”), the shares will be uncertificated and reflected as
“restricted” by the Company’s transfer agent. At such time as shares of
Restricted Stock become vested in the Grantee and all obligations of the Grantee
hereunder and under the Plan with respect thereto shall have been fulfilled, the
restrictions set forth in Section 2(c) hereof and all forfeiture provisions set
forth herein or in the Plan shall cease to be applicable to such Restricted
Stock, and the shares shall be delivered by the Company to the Grantee (net of
shares simultaneously returned to the Company in satisfaction of applicable
payroll withholding).

     

    (c)           Restrictions.  During
the Restricted Period:

    


    1.           The
Grantee shall not become vested as to any portion of such Restricted Stock if
the vesting thereof would violate Federal or state securities laws;

    


    2.           The
Restricted Stock and the right to vote the same and to receive dividends
thereon, except as otherwise provided in the Plan, shall not be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise encumbered, and no
such sale, assignment, transfer, exchange, pledge, hypothecation, or
encumbrance, whether made or created by voluntary act of the Grantee or by
operation of law, and none of the foregoing actions in contravention of this
Section 2(c)(2) shall be recognized by, or be binding upon, or shall in any
manner affect the rights of the Company hereunder or pursuant to the
Plan;

    


    3.           If
the status of the Grantee as an Employee under the Plan shall terminate for any
reason other than (i) the death of the Grantee, (ii) the Disability (as defined
in the Plan) of the Grantee, or (iii) the retirement of the Grantee at or after
the age of 60, then, in that event, (x) any outstanding Restricted Stock shall,
upon such termination, be automatically and irrevocably forfeited by the Grantee
to the Company (or cancelled, with respect to any outstanding unvested Cash
Payment), without the payment of any consideration by the Company, (y) neither
the Grantee nor any of his or her successors, heirs, assigns, or legal
representatives shall thereafter have any further rights or interest in the
Restricted Stock so forfeited (or cancelled), and (z) the Company shall, at any
time thereafter, be entitled to effect the transfer of any Restricted Stock so
forfeited into the name of the Company;


    
      
         


      

      
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    4.           If
the status of the Grantee as an Employee under the Plan shall terminate by
reason of the death of the Grantee, the Disability of the Grantee or the
retirement of the Grantee at or after the age of 60, the Restricted Stock shall
automatically vest in full in all respects (and all restrictions set forth in
this Section 2(c) with respect to all of the Restricted Stock granted hereby
shall be deemed to have expired) as of the date of such event;

    


    5.           If
the Company (i) is not to be the surviving entity in any merger or consolidation
(or survives only as a subsidiary of another entity), (ii) sells all or
substantially all of its assets to any other person or entity (other than a
subsidiary of the Company) or (iii) is to be dissolved and liquidated, the
Restricted Stock shall automatically vest in full in all respects (and all
restrictions set forth in this Section 2(c) with respect to all of the
Restricted Stock granted hereby shall be deemed to have expired) as of the date
immediately preceding such event; and

    


    6.           Any
shares of Restricted Stock eligible to become vested that do not become so
vested in accordance with this Section 2 shall be forfeited and returned to the
status of authorized but unissued shares under the Plan.

    


    3.           Disputes. If a
dispute should arise between the Company and the Grantee relating to the rights,
duties or obligations of the Grantee hereunder or under the Plan with respect to
any Restricted Stock granted hereby, such dispute shall be resolved by the
determination of the Committee, acting in good faith, which determination shall
be final and binding upon the Company and the Grantee, and pending such a
determination and the resolution of all such disputes to the reasonable
satisfaction of the Committee, (i) all Restricted Stock then held by the Company
as custodian for the Grantee shall remain in the possession of the Company and
subject to all of the Restrictions set forth in Section 2(c), regardless of any
intervening expiration of the Restricted Period, and (ii) any and all dividends
payable upon any Restricted Stock so held by the Company as custodian for the
Grantee shall be received and held by the Company as custodian until all such
disputes have been resolved to the reasonable satisfaction of the Committee, at
which time the accumulated dividends then held by the Company shall be delivered
(without interest thereon) to the person entitled to receive the Restricted
Stock upon which such dividends were originally paid.

    


    4.           Restrictions on Resale of
Company Common Stock.  In the event that shares of
Restricted Stock granted hereunder have not been registered under the Securities
Act of 1933, as amended, and applicable state securities laws, such shares of
Restricted Stock may not be sold, transferred or assigned by the Grantee absent
such registration, unless an opinion of counsel satisfactory to the Company
shall have been received by the Company to the effect that such sale, transfer
or assignment will not be in violation of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or applicable state
securities laws.  Any certificate issued to the Grantee to evidence
Restricted Stock granted pursuant hereto that is not so registered may bear a
legend to the foregoing effect.

    


    5.           Notices.  All
notices, surrenders and other communications required or allowed to be made or
given in connection with the Restricted Stock granted hereunder shall be in
writing, shall be effective when received and shall be hand delivered or sent by
registered or certified mail (i) if to the Company, to FelCor Lodging Trust
Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062,
Attention: General Counsel; or (ii) if to the Grantee, to the Grantee at
the address set forth beneath his signature hereto, or to such other address as
to which he may have notified the Company pursuant to this
Section.


    
      
         


      

      
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    6.           Binding
Effect.  This Agreement shall bind and, except as specifically
provided in the Plan and this Agreement, shall inure to the benefit of, the
respective successors, heirs, legal representatives and assigns of the parties
hereto.

    


    7.           Governing
Law.  This Agreement and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of the
State of Maryland.

    


    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Grantee has hereunto set his hand, as of the day
and year first written above.

    


    


    
      	 
      	
              THE
      COMPANY:

            	 
      
	 
      	 
      	 
      
	 
      	
              FELCOR
      LODGING TRUST INCORPORATED

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      	 
      
	 
      	
              Name:

            	 
      	 
      	 
      
	 
      	
              Title:

            	 
      	 
      	 
      


    

    


    


    
      
        	
                RESTRICTED
      SHARES

                GRANTED
      HEREUNDER (#): __________

              	 
      
	 
      	 
      
	
                GRANTEE:

                 

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                Name:

              	 
      	 
      	 
      	 
      
	
                Address:

              	 
      	 
      	 
      	 
      


      




    
      
         


      

      
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