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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
vestin
