CHOICE HOTELS INTERNATIONAL, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.12

CHOICE HOTELS INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(FOR NON-GRANDFATHERED ACCOUNT BALANCES)

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

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CHOICE HOTELS INTERNATIONAL, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

PREAMBLE

WHEREAS, Choice Hotels International, Inc. (the “Company”) desires to amend and restate the Choice Hotels International, Inc. Executive Deferred Compensation Plan (the “Plan”) to comply with Section 409A of the Internal Revenue Code and make other conforming changes.

NOW, THEREFORE, Choice Hotels hereby amends and restates the Plan, effective January 1, 2009, as follows:

ARTICLE I

INTRODUCTION

1.1 Name . The name of the Plan is the Choice Hotels International, Inc. Executive Deferred Compensation Plan.

1.2 Purpose . The purpose of the Plan is to make available to Eligible Employees a nonqualified, deferred compensation program that meets the requirements of Section 409A of the Code for amounts subject to the provisions thereof. The Plan is not, and is not intended to be, a qualified plan for federal income tax purposes. The Company acknowledges that the Plan is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, as amended from time to time. The Plan is intended to be an unfunded plan maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” which is eligible for the exemptions applicable to such plans under Title I of ERISA.

1.3 Effective Date . The effective date of the Plan, as amended and restated, is January 1, 2009.

1.4 Scope . This amendment and restatement shall only apply to a Participant’s Non-Grandfathered Accounts (if any). The prior plan documents in effect on October 3, 2004 shall remain in effect and continue to apply to the Participant’s Grandfathered Accounts (if any).

ARTICLE II

DEFINITIONS

2.1 Accounts . The notional accounts described in Sections 4.1, 5.1, 5.2, and 5.3.

2.2 Administrative Committee . The committee as defined in Section 9.5.

2.3 Affiliate . Any affiliate of the Company as determined by the Board.

2.4 Annual Account . An amount equal to the following: (a) The sum of the Participant’s Annual Deferral Amount, Employer Matching Amount, and Discretionary Employer Contribution Amount for a Plan Year, plus (b) any amounts credited or debited to such Amounts pursuant to this Plan, less (c) any portion of the Annual Account which has been distributed to the Participant or his or her beneficiary pursuant to this Plan.

2.5 Annual Deferral Amount . That portion of a Participant’s Base Salary and Bonus earned for a Plan Year that a Participant defers in accordance with Article IV.

2.6 Base Salary . A Participant’s annual base compensation (including commissions) payable by an Employer for services performed during a calendar year. Base Salary shall not include distributions from a nonqualified plan, bonus and incentive payments, overtime, stock options and other equity compensation grants, relocation expenses, non-monetary awards, director and other fees, fringe benefits, expense reimbursements and automobile and other allowances (or such other or different items as may be established by the Administrative Committee, in its sole discretion, prior to the Plan Year). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant under all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3) or 402(h).

2.7 Board . The Company’s Board of Directors.

2.8 Bonus . Any compensation, in addition to Base Salary, payable to a Participant under (a) any management incentive plan maintained by an Employer; or (b) such other or different bonus or incentive arrangements as may be provided by the Administrative Committee in its sole discretion in the applicable deferral election forms for the year.

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2.9 Change in Control . The first to occur of any of the following events:

(a) Any Person (other than those Persons in control of the Company as of the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “Beneficial Owner,” directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(b) During any period of two (2) consecutive years after an employee becomes a Participant, individuals who at the beginning of such period constitute the Board (and any new member of the Board, whose election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority thereof; or

(c) Upon:

(i) A complete liquidation of the Company;

(ii) The sale or disposition of all or substantially all of the Company’s assets; or

(iii) A merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

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(d) Notwithstanding the foregoing, in no event shall a “Change in Control” be deemed to have occurred, with respect to the Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group except for:

(i) Passive ownership of less than two percent (2%) of the stock of the purchasing company; or

(ii) Ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the continuing nonemployee members of the Board.

(e) For purposes of this Section, the terms “Person” and “Beneficial Owner” shall have the meanings given those terms in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 and Rule 13d-3 under that Act.

2.10 Code . The Internal Revenue Code of 1986, as amended from time to time and any regulations thereunder.

2.11 Company . Choice Hotels International, Inc. and any successor to such company whether by merger, consolidation, liquidation or otherwise.

2.12 Disability (or Disabled) . A Participant is Disabled if he or she is either (a) unable to engage in the activities and duties of the Participant’s then current job by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if he or she is determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.

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2.13 Discretionary Employer Contribution Account . The account established on an Employer’s books and records under Section 5.2.

2.14 Discretionary Employer Contribution Amount . The amount, if any, credited to a participant in accordance with Section 5.2.

2.15 Eligible Employee . The Company’s Chief Executive Officer (CEO) and any other management or highly compensated employee of an Employer as may be designated by the Board or the Compensation Committee of the Board in its sole discretion.

2.16 Employee Deferral Account . The account established on an Employer’s books and records under Section 4.1.

2.17 Employer . The (a) Company and (b) any Affiliate designated by the Board or the Compensation Committee as participating in the Plan (and any successor to such Affiliate whether by merger, consolidation, liquidation or otherwise).

2.18 Employer Matching Account . The account established on an Employer’s books and records under Section 5.1(b).

2.19 Employer Matching Amount . The amount, if any, credited to a Participant in accordance with Section 5.1(a).

2.20 ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

2.21 Grandfathered Accounts . That portion of a Participant’s Accounts that is not part of the Participant’s Non-Grandfathered Accounts.

2.22 Investment Fund . Any investment fund (such as a mutual fund) or indices selected by the Administrative Committee, in its sole discretion, for the purpose of crediting or debiting investment gain or loss to Participant Accounts. The Administrative Committee may, in

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its sole discretion, change, delete or add to the Investment Funds available under the Plan at any time. Notwithstanding the foregoing, the Moody’s Rate of Return Plus Three Percent and Moody’s Rate of Return shall only be available as an Investment Fund for (a) all Eligible Employees and (b) any Participant who dies or has a Separation from Service with the Company and all Affiliates (and his or her beneficiary) in the following circumstances:

(i) The Moody’s Rate of Return Plus Three Percent shall be available to a Participant who dies or has a Separation from Service at or after Retirement Age (or as otherwise provided by the Board or its Compensation Committee).

(ii) The Moody’s Rate of Return shall be available to a Participant who dies or has a Separation from Service (A) at or after reaching age fifty-five (55) or (B) after completing ten (10) or more Years of Service (or as otherwise provided by the Board or its Compensation Committee).

2.23 Matching Contribution . The contribution (if any) made by an Employer to the Qualified Plan on account of an Eligible Employee’s elective deferrals under that plan.

2.24 Match Rate . The rate at which Base Salary deferrals are matched determined by reference to the Participant’s Years of Service as of the last day of the Plan Year. The Match Rate shall be as follows:

(a) For Participants with a hire date of before January 1, 2000:

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(b) For Participants with a hire date of on or after January 1, 2000:

2.25 Moody’s Rate of Return . The monthly equivalent (determined each calendar month) of the annual yield of the Moody’s Average Corporate Bond Yield Index for the preceding calendar month as published by Moody’s Investor Services, Inc. (or any successor thereto), or, if such index is no longer published, a substantially similar index selected by the Board (or its delegate).

2.26 Moody’s Rate of Return Plus Three Percent . The monthly equivalent (determined each calendar month) of three percentage points (3%) greater than the annual yield of the Moody’s Average Corporate Bond Yield Index for the preceding calendar month as published by Moody’s Investor Services, Inc. (or any successor thereto), or, if such index is no longer published, a substantially similar index selected by the Board (or its delegate).

2.27 Non-Grandfathered Accounts . That portion of a Participant’s Accounts that was deferred or became vested on or after January 1, 2005, and any gains or losses credited thereon in accordance with Section 6.1(b), as of the date of determination.

2.28 Participant . Any (a) Eligible Employee who is participating in the Plan in accordance with Section 3.2 and (b) employee or former employee who has an Account hereunder.

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2.29 Performance-Based Compensation . Compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Administrative Committee in accordance with Treas. Reg. Section 1.409A-1(e).

2.30 Plan . The Choice Hotels International, Inc. Executive Deferred Compensation Plan, as amended from time to time.

2.31 Plan Year . The Plan’s annual accounting period is the calendar year.

2.32 Qualified Plan . Choice Hotels International, Inc. Retirement Savings and Investment Plan (or its successor).

2.33 Retirement Age . The attainment of age fifty-five (55) and the completion of ten (10) Years of Service by an Eligible Employee prior to a Separation from Service.

2.34 Separation from Service . The severing of an individual’s employment with the Employer and all affiliates (within the meaning of Treas. Reg. Section 1.409A-1(h)(3)) for any reason other than death, as determined by the Administrative Committee in accordance with Section 1.409A-1(h) and any other applicable provisions of the regulations. In determining whether a Participant has experienced a Separation from Service, the following rules shall apply:

(a) A Participant shall be considered to have experienced a Separation from Service when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by such Participant (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than thirty-six (36) months).

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(b) If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six (6) months (twenty-nine (29) months in the case of disability leave within the meaning of Treas. Reg. Section 1.409A-1(h)(i)), or if longer, for such period as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of leave exceeds six (6) months (twenty-nine (29) months in the case of disability leave) and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six (6)-month period (twenty-nine (29)-month period in the case of disability leave). In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

2.35 Spouse . The person who by law is legally married to a Participant on the date of determination.

2.36 Transfer Contributions Account . The contributions credits, if any, transferred pursuant to Section 5.3.

2.37 Trust . The employer grantor trust established by the Company or any Employer to which funds will be transferred in accordance with Section 6.1. Such trust shall be subject to the claims of each Employer’s creditors as provided under the terms of the trust agreement.

2.38 Unforeseeable Financial Emergency . A severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s Spouse, the Participant’s beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other simil