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EXHIBIT 4.4
FELCOR LODGING TRUST INCORPORATED
2005 Restricted Stock and Stock Option Plan
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FELCOR LODGING TRUST INCORPORATED
2005 Restricted Stock and Stock Option Plan
TABLE OF CONTENTS
Section 1. Establishment, Purpose, and Effective Date of Plan
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1.1 Establishment 1
1.2 Purpose 1
1.3 Effective Date 1
Section 2. Definitions 1
2.1 Definitions 1
2.2 Gender and Number 2
Section 3. Eligibility and Participation 3
3.1 Eligibility and Participation 3
Section 4. Administration 3
4.1 Administration 3
Section 5. Stock Subject to Plan 3
5.1 Number 3
5.2 Lapsed Awards 3
5.3 Adjustment in Capitalization 3
Section 6. Shareholder Approval and Duration of Plan 4
6.1 Shareholder Approval 4
6.2 Duration of Plan 4
Section 7. Stock Options 4
7.1 Grant of Options 4
7.2 Option Agreement 4
7.3 Option Price 4
7.4 Duration of Options 5
7.5 Exercise of Options 5
7.6 Payment 5
7.7 Restrictions on Stock Transferability 5
7.8 Termination of Employment Due to Death or Disability 5
7.9 Termination of Employment Other than for Death or Disability
5
7.10 Nontransferability of Options 6
7.11 Cancellation 6
Section 8. Restricted Stock 6
8.1 Grant of Restricted Stock 6
8.2 Transferability 6
8.3 Other Restrictions 6
8.4 Voting Rights 6
8.5 Dividends and Other Distributions 6
8.6 Termination of Employment 6
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8.7 Performance Awards 6
Section 9. Rights of Employees 7
9.1 Employment 7
Section 10. Amendment, Modification and Termination of Plan
7
10.1 Amendment, Modification, and Termination of Plan 7
Section 11. Miscellaneous Provisions 7
11.1 Tax Withholding 7
11.2 Stock Withholding Elections 7
11.3 Severability 8
11.4 Notice 8
Section 12. Indemnification 9
12.1 Indemnification 9
Section 13. Requirements of Law 9
13.1 Requirements of Law 9
13.2 Governing Law 9
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FELCOR LODGING TRUST INCORPORATED
2005 Restricted Stock and Stock Option Plan
Section 1. Establishment, Purpose, and Effective Date of
Plan
1.1 Establishment. FelCor Lodging Trust Incorporated, a
Maryland
corporation, hereby establishes the "FELCOR LODGING TRUST
INCORPORATED 2005
RESTRICTED STOCK AND STOCK OPTION PLAN" (the "Plan") for
Independent Directors,
executive officers and key employees. The Plan permits the grant
of Options and
Restricted Stock as a payout media for payments under the
Plan.
1.2 Purpose. The purpose of the Plan is to advance the interests
of the
Company, by encouraging and providing for the acquisition of an
equity interest
in the success of the Company by Independent Directors,
executive officers and
key employees, by providing additional incentives and motivation
toward superior
performance of the Company, and by enabling the Company to
attract and retain
the services of Independent Directors, executive officers and
key employees upon
whose judgment, interest, and special effort the successful
conduct of its
operations is largely dependent.
1.3 Effective Date. The Plan shall become effective on February
18, 2005,
("Effective Date"), although it is subject to shareholder
approval as provided
in Section 6.1.
Section 2. Definitions
2.1 Definitions. Whenever used herein, the following terms shall
have their
respective meanings set forth below:
(a) "Award" means, collectively, each Option or Restricted Stock
granted
under this Plan, except that where it shall be appropriate to
identify the
specific type of Award, reference shall be made to the specific
type of Award.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the Compensation Committee of the Board;
provided,
however, that for any grant to an Independent Director, the
remaining members of
the Board shall serve as the Compensation Committee with respect
to such grant,
including, but not limited to, the approval of the grant. The
Board, as a whole,
may take any action which the Committee is authorized to take
hereunder.
(e) "Company" means FelCor Lodging Trust Incorporated, a
Maryland
corporation.
(f) "Disability" means an individual who is unable to engage in
any
substantial gainful activity by reason of any medically
determinable physical or
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mental impairment, which can be expected to result in death or
which has lasted,
or can be expected to last, for a continuous period of not less
than twelve (12)
months.
(g) "Employee" means an employee (including officers and
directors who are
also employees) of the Company or its subsidiaries, affiliates
(including
partnerships) or any branch or division thereof.
(h) "Fair Market Value" of a share of Stock means the reported
closing
sales price of the Stock on the New York Stock Exchange
Composite Tape on that
date, or if no closing price is reported on that date, on the
last preceding
date on which such closing price of the Stock was so reported.
If the Stock is
not traded on the New York Stock Exchange at the time a
determination of its
Fair Market Value is required to be made hereunder, its Fair
Market Value shall
be deemed to be equal to the average between the closing bid and
asked prices of
the Stock on the most recent date on which the Stock was
publicly traded. In the
event the Stock is not publicly traded at the time a
determination of its value
is required to be made hereunder, the determination of its Fair
Market Value
shall be made by the Committee in such manner as it deems
appropriate.
(i) "Independent Director" means a director of the Company who
is not an
Employee.
(j) "Option" means the right to purchase Stock at a stated price
for a
specified period of time. For purposes of the Plan, an Option
may be either (i)
an "incentive stock option" ("ISO") within the meaning of
Section 422 of the
Code or (ii) a "non-qualified stock option."
(k) "Participant" means any Employee or Independent Director
designated by
the Committee to participate in the Plan.
(l) "Performance Award" means an Award of Restricted Stock
granted pursuant
to the provisions of Section 8.7 of the Plan.
(m) "Period of Restriction" means the period during which the
transfer of
shares of Restricted Stock is restricted pursuant to Section 8
of the Plan.
(n) "Restricted Stock" means Stock granted to a Participant
pursuant to
Section 8 of the Plan.
(o) "Stock" means the common stock of the Company, par value of
$0.01.
2.2 Gender and Number. Except when otherwise indicated by the
context,
words in the masculine gender when used in the Plan shall
include the feminine
gender, the singular shall include the plural, and the plural
shall include the
singular.
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Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Participants in the Plan
shall be
selected by the Committee from among the Independent Directors
and Employees
who, in the opinion of the Committee, are in a position to
contribute materially
to the Company's continued growth and development and to its
long-term financial
success.
Section 4. Administration
4.1 Administration. The Committee shall be responsible for
the
administration of the Plan. The Committee, by majority action
thereof, is
authorized to interpret the Plan, to prescribe, amend, and
rescind rules and
regulations relating to the Plan, to provide for conditions and
assurances
deemed necessary or advisable to protect the interests of the
Company, and to
make all other determinations necessary or advisable for the
administration of
the Plan. Determinations, interpretations, or other actions made
or taken by the
Committee pursuant to the provisions of the Plan shall be final
and binding and
conclusive for all purposes and upon all persons whomsoever.
Section 5. Stock Subject to Plan
5.1 Number. The total number of shares of Stock subject to
Awards under the
Plan may not exceed 1,000,000, subject to adjustment upon the
occurrence of any
of the events indicated in Section 5.3 hereof. The shares to be
delivered under
the Plan may consist, in whole or in part, of authorized but
unissued Stock or
treasury Stock, not reserved for any other purpose. Without
limitation, no
officer of the Company or other person whose compensation may be
subject to the
limitations on deductibility under Section 162(m) of the Code
shall be eligible
to receive Awards pursuant to this Plan in excess of 250,000
shares of Common
Stock in any fiscal year (the "Section 162(m) Maximum").
5.2 Lapsed Awards. If any Award granted under the Plan
terminates, expires,
lapses or is canceled for any reason, any shares of Stock
subject to such Award
again shall be available for the grant of an Award hereunder.
The Committee
shall not, unless approved by (or subject to the approval of)
shareholders,
effect a repricing of all or any of the Options outstanding
under the Plan at
any time. Further, except as otherwise provided in Section 7.11
hereof, the
Committee shall not, without the consent of the affected
Optionee, have the
authority to effect the cancellation or modification of any or
all outstanding
Options.
5.3 Adjustment in Capitalization. In the event of any change in
the
outstanding shares of Stock that occurs after the Effective Date
by reason of a
Stock dividend or split, recapitalization, merger,
consolidation, combination,
exchange of shares, or other similar corporate change, the
aggregate number of
shares of Stock subject to the Plan and to each Award hereunder,
and to the
stated Option price (if any) of each Award, shall be adjusted
appropriately by
the Committee or the Board, whose determination shall be
conclusive; provided,
however, that fractional shares shall be rounded to the nearest
whole share. In
such event, the Committee or the Board also shall have
discretion to make
appropriate adjustments in the number and type of shares subject
to an Award of
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Restricted Stock under the Plan pursuant to the terms of such an
Award. In the
event of a merger or consolidation where the Company is not the
surviving
corporation, the surviving corporation shall be required to
assume the
outstanding Awards that have not been canceled, and the
Committee, in its sole
discretion, shall adjust the number of shares, and the Option
price (if any), so
as to neither reduce or enlarge the rights of the Participant,
including, but
not limited to, dividing the shares and the Option price (if
any) by the
exchange ratio.
Section 6. Shareholder Approval and Duration of Plan
6.1 Shareholder Approval. All Awards granted under this Plan are
subject
to, and may not be exercised before, and will be rescinded and
become void in
the absence of, the approval of this Plan by a majority of the
shareholders
voting thereon at a meeting of shareholders, at which a quorum
is present, held
prior to the first anniversary of the Effective Date of this
Plan.
6.2 Duration of Plan. The Plan shall remain in effect, subject
to the
Board's right to earlier terminate pursuant to Section 10
hereof, until all
Stock subject to it shall have been purchased or acquired
pursuant to the
provisions hereof. Notwithstanding the foregoing, no Option may
be granted under
the Plan on or after the tenth (10th) Anniversary of the
Effective Date.
Section 7. Stock Options
7.1 Grant of Options. Subject to the provisions of Sections 5
and 6,
Options may be granted to Participants at any time and
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