SUMMIT HOTEL PROPERTIES, INC. Form of Stock Award Agreement by Summit Hotel Properties, Inc.
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Company: Summit Hotel Properties, Inc.
SEC CIK: 1497645
SEC Type: EX-10.3
SIC Code: 6798
SIC Industry: REAL ESTATE INVESTMENT TRUSTS
Date Filed: 2012-05-15
Date Filed:
05/15/2012 SKU: RDOT5F-C-28J-3
EXHIBIT 10.3
SUMMIT HOTEL PROPERTIES, INC.
Form of Stock Award Agreement
(Performance-Based Shares)
This Stock Award Agreement (this "Agreement"), dated as of the ___ day of ____, 20__, between
SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Company"), and __________ (the
"Participant"), is made pursuant to the terms of the Summit Hotel Properties, Inc. 2011 Equity
Incentive Plan (the "Plan"). All terms that are defined in the Plan and used herein shall have the
same meaning given them in the Plan and the terms Change in Control," "Control Change Date,"
"Disability," "Termination Without Cause" and "Voluntary Termination for Good Reason" shall have
the meaning given them in the Employment Agreement between the Company and the Participant
effective as of February 14, 2011. In addition, certain capitalized terms used in this
Agreement have the meanings specified in Section 13 of this Agreement.
1. Grant of Stock Award. Pursuant to the Plan,
on _______ __, 20__ (the "Date of Grant"), the Company granted, subject to the terms and conditions
of the Plan and subject further to the terms and conditions set forth in this Agreement, a Stock
Award to the Participant for a total of ______ shares of Common Stock (the "Stock Award").
2. Vesting. The Participant's interest in the
shares of Common Stock covered by the Stock Award shall become vested and non-forfeitable as
follows:
(a) The Participant's interest in
one-third of the shares of Common Stock covered by the Stock Award shall become vested and
non-forfeitable on January 1, 2013 if the Company's Total Stockholder Return for the one-year
performance measurement period commencing January 1, 2012 and ending
December 31, 2012 equals or exceeds the Index's total return, as calculated by SNL Financial
LC ("SNL"), for such performance measurement period.
(b) The Participant's interest in
an additional one-third of the shares of Common Stock covered by the Stock Award shall become
vested and non-forfeitable on January 1, 2014 if the Company's Total Stockholder Return for
the one-year performance measurement period commencing January 1, 2013 and ending
December 31, 2013 equals or exceeds the Index's total return, as calculated by SNL, for such
performance measurement period.
(c) The Participant's interest in
an additional one-third of the shares of Common Stock covered by the Stock Award shall become
vested and non-forfeitable on January 1, 2015 if the Company's Total Stockholder Return for
the one-year performance measurement period commencing January 1, 2014 and ending
December 31, 2014 equals or exceeds the Index's total return, as calculated by SNL, for such
performance measurement period as calculated by SNL.
(d) The Participant's interest in
two-thirds of the shares of Common Stock covered by the Stock Award (reduced by the number of
shares of Common Stock that became vested and non-forfeitable under Section 2(a) and Section 2(b)
of this Agreement) shall become vested and non-forfeitable on January 1, 2014 if the Company's
two-year cumulative Total Stockholder Return for the two-year performance measurement period
commencing January 1, 2012 and ending December 31, 2013 equals or exceeds the Index's
total return, as calculated by SNL, for such performance measurement period.
(e) The Participant's interest in
all of the shares of Common Stock covered by the Stock Award (reduced by the number of shares of
Common Stock that became vested and non-forfeitable under Section 2(a), Section 2(b), Section 2(c)
and Section 2(d) of this Agreement) shall become vested and non-forfeitable on January 1, 2015
if the Company's three-year cumulative Total Stockholder Return for the three-year performance
measurement period commencing January 1, 2012 and ending December 31, 2014 equals or
exceeds the Index's total return, as calculated by SNL, for such performance measurement
period.
(f) In the event of a Change in
Control, the Participant's interest in all of the shares of Common Stock covered by the Stock Award
(reduced by the number of shares of Common Stock that became vested and non-forfeitable under
Section 2(a), Section 2(b), Section 2(c) and Section 2(d) of this Agreement prior to the Control
Change Date) shall become vested and non-forfeitable on the Control Change Date if the Company's
Change in Control Total Stockholder Return for the performance measurement period that begins on
January 1 of the year in which the Control Change Date occurs and ends on the Control Change
Date equals or exceeds the Index's total return, as calculated by SNL, for such performance
measurement period.
(g) The Participant's interest in
all of the shares of Common Stock covered by the Stock Award (reduced by the number of shares of
Common Stock that became vested and non-forfeitable under Section 2(a), Section 2(b), Section 2(c),
Section 2(d) and
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