Incentive Award and Cash Bonus Award Agreement



 EXHIBIT 10.5 
  
 INNKEEPERS USA TRUST 
  

Incentive Award and Cash Bonus Award Agreement 
  
 THIS AGREEMENT, dated as of the 1st day of June, 2005, between INNKEEPERS USA TRUST, a Maryland real estate investment trust (the “Company”), and JEFFREY H. FISHER (the “Participant”), is made pursuant and subject to the provisions of the
Innkeepers USA Trust 1994 Share Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan. 
  
 1. Award. Pursuant to the Plan, the Company, effective on
June 1, 2005 (the “Date of Award”), granted to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the opportunity to earn and receive cash payments as
described herein. This award constitutes an Incentive Award up to the maximum amount that may be paid as an Incentive Award under the provisions of the Plan. Any amount payable under this Agreement that exceeds the Plan’s Incentive Award limit
shall constitute a discretionary bonus payable for achieving the performance goals and other requirements set forth in this Agreement. 
  
 2. Terms and Conditions. No payment will be made hereunder, and the Participant’s interest in this award shall be forfeited except to
the extent that the requirements of paragraph 3 or 4 are satisfied. This award shall be forfeited upon the Participant’s termination of employment with the Company and its Affiliates except to the extent that the requirements of paragraph 3 or
4 have been satisfied on or before such termination of employment. 
  
 3. TRS Vesting. The Participant will be entitled to receive the payments described in this paragraph if the requirements of the following subparagraphs 3(a) and 3(b) are satisfied. 
  
 (a) Measurement Period Performance. Subject to the requirements
of subparagraph 3(b), the Participant will earn the right to receive payments determined in accordance with the following table based on the TRS for the Measurement Period, the number of Shares shown in the table and the Fair Market Value of that
number of Shares on May 31, 2008: 
  

			
	 Measurement Period TRS

	  	 Number of Shares


	Less than 12%	  	0
	At least 12% but less than 14%	  	75,000
	At least 14% but less than 16%	  	150,000
	16% or more	  	225,000








 For purposes of this paragraph 3, the term “TRS” means the compound annual return on a Share during the
Measurement Period, taking into account appreciation in the Fair Market Value and the total dividends paid on a Share for the Measurement Period. For purposes of this Agreement, the term “Measurement Period” means the period beginning on
June 1, 2005 and ending on May 31, 2008. 
  
 (b)
Settlement and Vesting. One-half of the amount earned under subparagraph 3(a), i.e., one-half of the amount determined by multiplying the number of Shares determined under the table by the Fair Market Value of a Share on
May 31, 2008, shall be paid to the Participant as soon as practicable after May 31, 2008. One-fourth of the amount earned under subparagraph 3(a) shall be paid to the Participant as soon as practicable after May 31, 2009, if the
Participant’s employment with the Company or an Affiliate continues from the Date of Award until such date. One-fourth of the amount determined under subparagraph 3(a) shall be paid to the Participant as soon as practicable after May 31,
2010, if the Participant’s employment with the Company or an Affiliate continues from the Date of Award until such date. Notwithstanding the two preceding sentences, the unpaid balance of the amount earned under subparagraph 3(a) shall be paid
to the Participant if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award until either a Control Change Date or the date that the Participant’s employment is terminated without Cause or with
Good Reason or ends on account of the Participant’s death or Disability. The amount payable pursuant to the preceding sentence shall be paid as soon as practicable after the Control Change Date or the Participant’s termination of
employment with the Company and its Affiliates, as applicable. 
  
 4. Other Vesting. The Participant will be entitled to receive the payments described in this paragraph if the requirements of the following subparagraphs 4(a) and 4(b) are satisfied. 
  
 (a) Abbreviated Measurement Period Performance. This paragraph
applies if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award until either (i) the Participant’s termination without Cause before May 31, 2008, (ii) the Participant’s
resignation with Good Reason before May 31, 2008, (iii) the Participant’s termination of employment before May 31, 2008 on account of death or Disability or (iv) a Control Change Date that occurs before May 31, 2008. In
any of those events, the Participant will earn the right to receive the payments determined in accordance with the following table based on the TRS for the Abbreviated Measurement Period, the number of Shares shown in the table and the Fair Market
Value of that number of Shares on the last day of the Abbreviated Measurement Period: 
  

			
	 Abbreviated Measurement Period TRS

	  	 Number of Shares


	Less than 12%	  	0
	At least 12% but less than 14%	  	75,000
	At least 14% but less than 16%	  	150,000
	16% or more	  	225,000

  
 For purposes of this paragraph 4(a),
the term “TRS” has the same meaning as under paragraph 3 except that the “Abbreviated Measurement Period” shall be used instead of the “Measurement Period.” For purposes of this Agreement, the term “Abbreviated
Measurement Period” means the period beginning on June 1, 2005, and ending on the date of the Participant’s termination of 








 
employment or a Control Change Date, as applicable, in accordance with the first sentence of this subparagraph 4(a). 
  
 (b) Settlement. The amount earned under subparagraph 4(a),
i.e., the amount determined by multiplying the number of Shares determined under the table by the Fair Market Value of a Shares on the last day of the Abbreviated Measurement Period, shall be paid to the Participant as soon as practicable
after the last day of the Abbreviated Measurement Period. 
  
 5. Dividend Equivalents. In addition to the benefits described in paragraphs 3 and 4, the Participant shall be entitled to cash “dividend equivalent” payments in accordance with this paragraph 5. If the Participant
satisfies the requirements of subparagraph 3(a) (without regard to the requirements of subparagraph 3(b)) then: 
  
 (a) The Participant shall be entitled to receive a payment equal to the dividends paid on one-half of the number of Shares determined under the
table in paragraph 3 for the period beginning on June 1, 2008 and ending on the earlier of (i) May 31, 2009, (ii) the date that the benefit described in paragraph 3 is paid or (iii) the date that the Participant’s
rights to a benefit under paragraph 3 is forfeited, e.g., the date of the Participant’s resignation without Good Reason or the date of the Participant’s termination with Cause. 
  
 (b) The Participant shall be entitled to receive a payment equal to
the dividends paid on one-fourth of the number of Shares determined under the table in paragraph 3 for the period beginning on June 1, 2009 and ending on the earlier of (i) May 31, 2010, (ii) the date that the benefit described
in paragraph 3 is paid or (iii) the date that the Participant’s right to a benefit under paragraph 3 is forfeited, e.g., the date of the Participant’s resignation without Good Reason or the date of the Participant’s
termination with Cause. Notwithstanding the preceding sentence, the Participant shall not be entitled to a payment under this subparagraph 5(b) if the benefit described in paragraph 3 is paid or forfeited before June 1, 2009. 
  
 The dividend equivalents described in this paragraph 5 shall be paid on, or as soon as
practicable after, the payment date of dividends on Shares. The dividend equivalents shall be paid in cash. 
  
 6. Cause. For purposes of this Agreement, the term “Cause” means (i) (x) the Participant’s failure to
perform a material duty or the Participant’s material breach of an obligation set forth in an employment agreement between the Participant and the Company or an Affiliate (or, if there is no such employment agreement, a material breach of the
Participant’s duties and obligations to the Company or an Affiliate), a breach of a material and written Company policy or a breach of the Covenant Not to Compete between the Executive and the Company dated as of December 1, 2003, in all
cases other than by reason of mental or physical illness or injury, (y) that is described in a written notice from the Board and (z) that is not cured, to the reasonable satisfaction of the Board, within thirty days after
such notice is received by the Participant, (ii) the Participant’s conviction of, or plea of nolo contendre to, a felony or crime involving moral turpitude or (iii) an act or failure to act by the Participant which in either
case constitutes fraud involving assets of the Company or dishonesty involving assets of the Company or an Affiliate or that is significantly detrimental to the business reputation of the Company or an Affiliate. 
  
 7. Good Reason. For purposes of this Agreement, the term
“Good Reason” means (i) (x) the Company’s or an Affiliate’s material breach of the terms of an employment agreement 








 
between the Participant and the Company or an Affiliate (or, if there is no such employment agreement, a material breach by the Company or an Affiliate of
the terms and conditions of the Participant’s employment) or a direction from the Board that the Executive act or refrain from acting which in either case would be unlawful or contrary to a material and written policy of the Company and that
(y) in all cases is described in a written notice from the Participant to the Board (delivered within sixty days after the Participant knows of the Company’s alleged breach) and that (z) is not cured, to the reasonable
satisfaction of the Participant, within thirty days after such notice is received by the Board, (ii) a demotion of the Participant or a material diminution in the Participant’s duties, functions and responsibilities to the Company and its
Affiliates without the Participant’s consent or the Company preventing the Executive from fulfilling or exercising his duties, functions or responsibilities to the Company and its Affiliates without the Executive’s consent, (iii) a
reduction in the Participant’s base salary (as such may be increased from time to time after the Date of Award) or bonus opportunity or (iv) a requirement that the Participant relocate his employment more than thirty miles from the
location of the Participant’s principal office on the Date of Award, without the consent of the Participant. The Participant’s resignation shall not be deemed a “resignation with Good Reason” unless the Participant resigns
effective (i) not later than thirty days after the expiration of the cure period described in clause (i) of the preceding sentence or (ii) not later than sixty days after the event or act described in clause (ii), (iii) or
(iv) of the preceding sentence. 
  
 8.
Disability. For purposes of this Agreement, the term “Disability” means the Participant’s inability, due to physical or mental illness or injury, to perform the Participant’s essential duties to the Company and its
Affiliates, with or without reasonable accommodation, for any period of 180 consecutive days. The Participant’s return to his duties for periods of fifteen days or less shall not be deemed to interrupt the 180 day period referred to in the
preceding sentence. 
  
 9. Shareholder Rights. The
Participant shall not have any rights as a shareholder of the Company with respect to the Incentive Award or the rights granted under this Agreement. 
  
 10. Change in Capital Structure. The terms of this Agreement, including the performance criteria of subparagraphs 3(a) and 4(a), shall be
adjusted as the Committee determines is equitably required in the event the Company effects one or more share dividends, share split-ups, subdivisions or consolidations of shares or other similar changes in capitalization. 
  
 11. No Right to Continued Employment. This Agreement does not
confer upon the Participant any right with respect to continuance of employment with the Company or an Affiliate and does not interfere with the right of the Company or an Affiliate to terminate the Participant’s employment. 
  
 12. Conflicts. In the event of any conflict between the
provisions of the Plan as in effect on the Date of Award and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the Date of Award. 
  
 13. Participant Bound by Plan. The Participant hereby
acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all terms and provisions thereof. 







 14. Taxes. The Participant agrees to make arrangements, satisfactory to the Company, for
the satisfaction of any income and employment tax withholding requirements related to the benefits provided under this Agreement. 
  
 15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives
of the Participant and the successors of the Company. 
  
 16.
Governing Law. This Agreement shall be governed by the laws of the State of Florida, other than its choice of law provisions to the extent that they would require the application of the laws of another State. 
  
 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer and the Participant has affixed his signature hereto. 
  

					
	INNKEEPERS USA TRUST	 	JEFFREY H. FISHER
			
	 By:
	 	 /s/ Mark A. Murphy

	 	 /s/ Jeffrey H. Fisher


	 	 	General Counsel and Secretary