EXHIBIT 10.3
AMENDED AND RESTATED
MEDICAL PROPERTIES TRUST, INC.
2004 EQUITY INCENTIVE PLAN
FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK
FOR INDEPENDENT DIRECTOR
THIS AWARD AGREEMENT (the "Agreement') is made and entered into as of
____________________ by and between MEDICAL PROPERTIES TRUST, INC., a Maryland
corporation (the "Company"), and ______________________ (the "Participant")
pursuant to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity
Incentive Plan, as it may be further amended and restated from time to time (the
"Plan"). Capitalized terms used but not defined herein shall have the same
meanings set forth in the Plan.
WITNESSETH:
WHEREAS, pursuant to the Plan and subject to the execution of this Agreement,
the Committee has granted, and the Participant desires to receive, an Award.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises
and covenants herein contained, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:
ARTICLE I AWARD OF RESTRICTED STOCK. On the date specified on Exhibit A attached
hereto (the "Date of Award") and conditional upon the execution of this
Agreement, the Company awarded to the Participant an Award (the "Award") in the
form of the number of shares of Restricted Common Stock (the "Shares") as is set
forth on Exhibit A from the authorized and unissued or treasury Common Stock at
and for the purchase price set forth on Exhibit A.
ARTICLE II RESTRICTIONS. The Shares as to which the restrictions shall not have
lapsed and which are not vested shall be forfeited upon effective date of the
termination of the Participant's status as a Director; provided, however, that
all unvested Shares shall be 100% vested and no longer subject to forfeiture
immediately before the effective date of the termination of the Participant's
status as a Director if such termination is due to (A) the Participant's death
or (B) the Participant becoming Permanently Disabled. The Shares may not be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated
until such restrictions lapse and the Shares vest. During the period prior to
the lapse of such restrictions and the vesting of such Shares, any stock
dividends paid with respect to the Shares shall be subject to the same
restrictions and vesting period as the Shares with respect to which they are
paid.
ARTICLE III CERTIFICATES FOR SHARES OF RESTRICTED COMMON STOCK. Certificates
respecting the Shares shall be registered in the Participant's name or the
Shares shall be issued to the Participant through the book-entry system, as
determined by the Company.
ARTICLE IV SECURITIES LAW RESTRICTIONS. Acceptance of this Agreement shall be
deemed to constitute the Participant's acknowledgement that the Shares shall be
subject to such restrictions and conditions on any resale and on any other
disposition as the Company shall deem necessary under any applicable laws or
regulations or in light of any stock exchange requirements.
ARTICLE V LEGEND. In order to enforce the restrictions imposed on the Shares,
the certificates representing such Shares shall bear the following legend:
THESE SHARES ARE HELD SUBJECT TO THE TERMS OF THE 2004 EQUITY INCENTIVE
PLAN ("THE PLAN") AND SUCH SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE
WITH THE TERMS THEREOF. A COPY OF THE PLAN IS AVAILABLE AT THE OFFICE OF
THE COMPANY.
Such legend shall be removed as the restrictions lapse with respect to such
Shares and the Shares vest.
ARTICLE VI MISCELLANEOUS.
SECTION 1. The Participant's rights under this Agreement can be modified,
suspended or canceled only in accordance with the terms of the Plan. This
Agreement may not be changed orally, but may be changed only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
SECTION 2. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity of enforceability of any other provision of this
Agreement.
SECTION 3. This Agreement shall bind all parties, their respective heirs,
executors, administrators and assigns. Nothing contained herein shall be
construed as an authorization or right of any party to assign their respective
rights or obligations hereunder and the Participant shall have no right to
assign this Agreement, and any such attempted assignment shall be ineffective.
This Agreement shall be binding upon the Company and its successors or assigns.
SECTION 4. This Agreement shall be subject to the applicable provisions,
definitions, terms and conditions set forth in the Plan, all of which are
incorporated by this reference in this Agreement and the terms of the Plan shall
govern in the event of any inconsistency between the Plan and this Agreement.
SECTION 5. This Agreement shall be interpreted and construed according to
and governed by the laws of the State of Alabama.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
MEDICAL PROPERTIES TRUST, INC.
By:
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Name:
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Title:
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EXHIBIT A
TO
AWARD AGREEMENT FOR RESTRICTED STOCK dated as of ___________________ between
Medical Properties Trust, Inc. and ____________________.
1. Date of Award:
2. Number of Shares of Restricted Common Stock:
3. Purchase Price per Shares:
4. Vesting Schedule:
Date Restrictions Lapse
Number of Shares and Shares Vest
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