<PAGE>
EXHIBIT 10.5
AMENDED AND RESTATED
MEDICAL PROPERTIES TRUST, INC.
2004 EQUITY INCENTIVE PLAN
FORM OF AWARD AGREEMENT FOR DEFERRED STOCK UNITS
AWARDED TO INDEPENDENT DIRECTOR
THIS AWARD AGREEMENT (the "Agreement") is
made and entered into effective 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 meanings set forth in the
Plan.
WITNESSETH:
WHEREAS, the Participant is an Independent
Director; 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:
ARTICLE I AWARD OF DEFERRED STOCK UNITS. On
the date specified on Exhibit A
attached hereto (the "Date of Grant") but
subject to the execution of this
Agreement, the Company granted to the
Participant an Award in the form of
Deferred Stock Units ("DSUs") entitling the
Participant to receive from the
Company, without payment, one share of
Common Stock (a "Share") for each DSU set
forth on said Exhibit A.
ARTICLE II EFFECT OF PLAN. The DSUs are in
all respects subject to, and shall be
governed and determined by, the provisions
of the Plan (all of the terms of
which are incorporated herein by reference)
and to any rules which might be
adopted by the Board or the Committee with
respect to the Plan to the same
extent and with the same effect as if set
forth fully herein. The Participant
hereby acknowledges that all decisions and
determinations of the Committee shall
be final and binding on the Participant,
his beneficiaries and any other person
havin
