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Exhibit 10.17
EMPLOYEE STOCK GRANT CONTRACT
UNDER THE
FELCOR LODGING TRUST INCORPORATED
AMENDED AND RESTATED
RESTRICTED STOCK AND STOCK OPTION PLAN
This Contract is made and entered into on , , but effective as
of the
day of , between FelCor Lodging Trust Incorporated, a Maryland
corporation (the
"Company"), and (the "Grantee").
W I T N E S S E T H:
WHEREAS, the Compensation Committee and Board of Directors of
the Company
has adopted the FelCor Lodging Trust Incorporated ______
Restricted Stock and
Stock Option Plan (the "Plan"); and
WHEREAS, the stockholders of the Company have approved the Plan;
and
WHEREAS, pursuant to the Plan, the Compensation Committee of the
Board of
Directors of the Company (the "Committee") has selected the
Grantee and has
authorized the Company to grant to the Grantee shares of common
stock of the
Company ("Common Stock") on the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the mutual promises and
covenants
herein contained and other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties hereto
do hereby agree
as follows:
1. Incorporation of the Plan. A copy of the Plan, as amended, is
attached
hereto and hereby incorporated herein by reference, and all of
the terms,
conditions and provisions contained therein shall be deemed to
be terms,
conditions and provisions of this Contract. All terms used
herein that are
defined in the Plan shall have the meanings given them in the
Plan.
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2. Grant of Restricted Stock. Pursuant to the authorization of
the
Committee, and subject to the terms, conditions and provisions
contained in the
Plan and this Contract, the Company hereby grants to the
Grantee, as a matter of
separate inducement and agreement in connection with his
employment, but not in
lieu of any salary or other compensation for his services, an
aggregate of ( )
shares of Common Stock of the Company (the "Restricted Stock").
The Restricted
Stock shall be deemed to have been granted, and the Date of
Grant of the
Restricted Stock shall be, .
3. Period of Restriction; Vesting in Installments. The
Restricted Stock
granted pursuant hereto shall be issued and registered in the
name of the
Grantee and the Grantee shall be entitled to vote the same (in
person or by
proxy) and to receive all dividends and other distributions
thereon unless and
until such Restricted Stock is forfeited as hereinafter
provided. During the
period prior to the date the Restricted Stock granted pursuant
hereto becomes
vested in the Grantee (the "Restricted Period"), the Company
shall hold the
certificate(s) evidencing such unvested Restricted Stock,
together with stock
powers or other instruments of transfer appropriately endorsed
in blank by the
Grantee (and the Grantee hereby agrees to execute and deliver
such stock powers
or other instruments of transfer as requested by the Company),
as custodian for
the Grantee. At such time, and from time to time, as shares of
Restricted Stock
become vested in the Grantee and all obligations of the Grantee
hereunder and
under the Plan with respect thereto shall have been fulfilled,
the restrictions
set forth in Section 4 hereof and all forfeiture provisions set
forth herein or
in the Plan shall cease to be applicable to such Restricted
Stock and the
certificate(s) therefor shall be delivered by the Company to the
Grantee.
The Restricted Stock granted pursuant hereto, until the same
becomes
vested as herein provided, shall be subject to certain
restrictions and to
forfeiture upon the occurrence of certain events, all as set
forth in Section 4
hereof. The Restricted Stock granted hereby shall become vested
in the Grantee
in installments, as follows:
(a) Time-Based Criteria. That number of shares of the
Restricted
Stock eligible to become vested on each Vesting Date, as set
forth below, will
become vested, or be forfeited, on each such Vesting Date, based
upon the
satisfaction of (or the failure to satisfy) the
performance-based criteria
established by the Committee in advance of and for each such
Vesting Date.
Number of Shares
Eligible to Become Vesting
Vested Date
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(b) Performance-Based Criteria. Attached hereto, as an addendum,
is
a statement of the performance-based criteria adopted by the
Committee that will
be applicable to the first Vesting Date. At least twelve months
prior to each
subsequent Vesting Date, the Committee, in the exercise of its
sole discretion,
shall adopt a statement of the performance-based criteria that
will be
applicable to that Vesting Date, a copy of which statement will
be furnished to
each party hereto and, upon delivery, shall become a part of
this contract. In
setting performance-based criteria for any Vesting Date
subsequent to the first
Vesting Date, the Committee shall have the unrestricted right to
vary any or all
components of, to add or delete components of, or otherwise
modify the
performance-based criteria in its sole discretion.
Within the three-month period immediately preceding each Vesting
Date, the
Commit
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