Exhibit 10.6A
CHOICE HOTELS INTERNATIONAL,
INC.
2006 LONG-TERM INCENTIVE
PLAN
AMENDMENT
The Plan is hereby amended,
effective January 1, 2009, as follows:
1. Section 2.34 of the Plan is
hereby amended in its entirety to read as follows:
2.34 Stock Unit Award. Stock Unit
Award means Stock Units awarded to a Participant under Article
VIII.
2. Section 3.01(a) of the Plan
is hereby amended in its entirety to read as follows:
(a) Subject to the provisions of
Section 11.01, the maximum number of Shares for which Awards
may be granted (or which may be issued in settlement of Phantom
Shares) pursuant to this Plan is three million two hundred thousand
3,200,000) Shares.
3. Section 10.01 of the Plan is
hereby amended in its entirety to read as follows:
10.01 Deferral Elections
.
(a) To the extent permitted in the
Agreement or by the Committee, a Participant may elect to defer
payment of all or any portion of an Award (other than an Option or
SAR). Such election shall be made at such time and upon such terms
as the Committee may establish in accordance with Section 409A
of the Code (and any regulations thereunder). Notwithstanding the
terms of any Agreement to the contrary, such an election may only
be made in the following circumstances:
(i) A Participant may elect to defer
payment of an Award within thirty (30) days of the date of
grant, provided that the election (A) is made more than one
(1) year prior to the date any portion of the Award becomes
vested, and (B) meets such other or different requirements as
may be determined by the Committee to be necessary to comply with
Section 409A of the Code (and any regulations thereunder);
and
(ii) A Participant may elect to
further defer the date when the payment of an Award is to be made,
provided that: (A) the election is made more than one
(1) year prior to the date payment is otherwise scheduled to
begin; (B) the election does not become effective for twelve
(12) months; (C) the date on which payment is to be made
is delayed for at least five (5) years following the date
payment is otherwise scheduled to begin; and (D) the election
meets such other or different requirements as may be determined by
the Committee to be necessary to comply with Section 409A of
the Code (and any regulations thereunder).
1
(b) Notwithstanding the terms of any
Agreement to the contrary, the distribution of any Awards subject
to Section 409A of the Code shall be made in accordance with
Section 409A (and any regulations thereunder). For any such
distribution to be made upon the Participant’s termination,
“termination of employment” and like terms shall have
the same meaning as “separation from service” under
Section 409A (and any regulations thereunder). Except as
otherwise provided in the deferral election or the Agreement, any
such distribution that is to be made upon termination shall be made
within ninety (90) days of such termination; provided, that if
the Participant is a “specified employee” within the
meaning of Section 409A (as determined by the Company or its
delegate), any such distribution shall not be made until expiration
of the 6-month period following the Participant’s termination
(or, if earlier, the Participant’s death).
(c) Notwithstanding any other
provision of the Plan to the contrary, a Participant may, to the
extent permitted by the Company consistent with Section 409A
of the Code, elect to pay any required employment taxes (and any
resulting income taxes) that arise as of the date of deferral (or,
if later, vesting) hereunder either (i)&nbs
