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Exhibit 10.2
MEDICAL PROPERTIES TRUST, INC.
2004 EQUITY INCENTIVE PLAN
FORM OF AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTION
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 Medical Properties Trust,
Inc. 2004 Equity Incentive Plan, as it
may be 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 OPTION. 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 a Non-Qualified Stock
Option (the "Option") to purchase from the
Company the number of shares of
Common Stock (the "Shares") set forth on
said Exhibit A for the price per Share
(the "Option Price") set forth on said
Exhibit A.
ARTICLE II EFFECT OF PLAN. The Option is 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
having or claiming an interest in the
Option.
ARTICLE III VESTING AND EXERCISEABILITY OF
OPTION. The Option shall vest and may
be exercised and the Shares may be
purchased as the result of such exercise only
during the period set forth on Exhibit A
attached hereto (the "Exercise
Period").
(a) Accelerated
Vesting and Exercisability. Notwithstanding the foregoing
provisions of this Paragraph, the Option
shall vest and become exercisable with
respect to all of the Shares then subject
to the Option immediately before the
earliest of:
(i) the occurrence of a Change of Control while the Participant is
a
Director;
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(ii) the termination of the Participant's status as a Director
on
account of the
Participant's death; and
(iii) the effective date of the termination of the
Participant's
status as a
Director on account of the Participant's Permanent Disability.
(b) Forfeiture
With Respect to Unvested Shares. Notwithstanding the
foregoing provisions of this Paragraph,
immediately upon the effective date of
the termination of the Participant's status
as a Director (the "Termination
Date") for any reason not described in
Paragraph 3(a), the Option shall be
forfeited and shall not be exercisable with
respect to any of the Shares as to
which the Option is not vested and
exercisable on the Termination Date.
(c) Exercise
Following Termination as Director. Exercise of the Option
following the Termination Date shall be
subject to the following additional
terms and conditions:
(i) If the Participant's status as a Director terminates on account
of
the
Participant's death or Permanent Disability, the Option may be
exercised with
respect to all of the Shares at any time after the
Termination Date and
on or before the earlier of (1) the first anniversary
of the
Termination Date and (2) the last day of the Exercise Period.
(ii) If the Participant's status as a Director terminates for
any
reason other
than the Participant's death or Permanent Disability, the
Option may be
exercised with respect to the Shares which, as of the
Termination
Date, are vested and exercisable at any time after the
Termination Date
and on or before the earlier of (i) the last day of the
three (3) month
period immediately following the Termination Date and (ii)
the last day of
the Exercise Period.
(iii) No
