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EXHIBIT 10.4
AMENDED AND RESTATED
MEDICAL PROPERTIES TRUST, INC.
2004 EQUITY INCENTIVE PLAN
FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK
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, the Participant is an Employee;
and
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:
1. AWARD OF RESTRICTED STOCK. On the date
specified on Exhibit A attached hereto
(the "Date of Award") but subject to 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 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.
2. RESTRICTIONS. The Shares as to which the
restrictions shall not have lapsed
and which are not vested shall be forfeited
upon the Participant's Termination
of Employment. The Shares may not be sold,
transferred, pledged, assigned or
otherwise alienated or hypothecated until
such restrictions lapse and the Shares
vest, as set forth on Exhibit A. 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.
3. CERTIFICATES FOR SHARES OF RESTRICTED
COMMON STOCK. Certificates respecting
the Shares shall be registered in the
Participant's name but shall be held by
the Company's transfer agent as escrow
holder until the restrictions lapse and
the Shares vest, as set forth on Exhibit
A.
4. NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the Plan nor this Agreement shall
give the Participant the righ
