MEDICAL PROPERTIES TRUST, INC.
2007 MULTI-YEAR INCENTIVE PLAN
AWARD AGREEMENT OF
RESTRICTED STOCK Exhibit 10.1
2007 MULTI-YEAR INCENTIVE PLAN AWARD AGREEMENT made as of date set forth on
Schedule A hereto between Medical Properties Trust, Inc., a Maryland corporation
(the "Company"), and the party listed on Schedule A (the "Grantee").
RECITALS
1. The Grantee is a key employee of the Company or one of its Subsidiaries
or affiliates.
2. The Company has adopted the 2007 Multi-Year Incentive Plan (the "MIP")
pursuant to the Second Amended and Restated Medical Properties Trust, Inc. 2004
Equity Incentive Plan (the "2004 Plan") to provide executive officers of the
Company or its Subsidiaries and affiliates, including the Grantee, in connection
with their employment with the long-term incentive compensation described in
this Award Agreement (this "Agreement" or "Award Agreement"), and thereby
provide additional incentive for them to promote the progress and success of the
business of the Company and its Subsidiaries and affiliates, including the
Partnership, while increasing the total return to the Company's shareholders.
The MIP consists of three separate components, all covered by this Agreement,
designed collectively to reward the Grantee for his contribution to the
Company's past superior performance, in terms of both total return to
shareholders and funds from operations, and to incentivize the Grantee to
contribute to superior performance for the benefit of the Company's shareholders
over the next several years as follows: (i) a time-based restricted equity award
(the "TBRE Award"); (ii) a core performance restricted equity award (the "CPRE
Award"); and (iii) a superior performance restricted equity award (the "SPRE
Award").
3. The MIP was adopted by the Compensation Committee (the "Committee") of
the Board of Directors of the Company (the "Board") pursuant to authority
delegated to it by the Board as set forth in the Committee's charter, including
authority to make grants of restricted equity under the 2004 Plan, or any
successor equity plan (as any such plan may be amended, modified or supplemented
from time to time, collectively the "Equity Plan")). This Agreement evidences an
award to the Grantee under the MIP (this "Award"), which is subject to the terms
and conditions set forth herein.
4. The Grantee was selected by the Committee to receive this Award as one
of a select group of highly compensated or management employees who, through the
effective execution of their assigned duties and responsibilities, are in a
position to have a direct and measurable impact on the Company's long-term
financial results. Effective as of the grant date specified in Schedule A
hereto, but conditional upon the execution of
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this Agreement, the Committee awarded to the Grantee the number of Restricted
Common Stock set forth in Schedule A.
NOW, THEREFORE, the Company, the Partnership and the Grantee agree as
follows:
1. Administration. The MIP and all awards thereunder, including this Award,
shall be administered by the Committee, which in the administration of the MIP
shall have all the powers and authority it has in the administration of the
Equity Plan, as set forth in the Equity Plan. The Committee may from time to
time adopt any rules or procedures it deems necessary or desirable for the
proper and efficient administration of the MIP, consistent with the terms hereof
and of the Equity Plan.
2. Definitions. Capitalized terms used herein without definitions shall
have the meanings given to those terms in the Equity Plan. In addition, as used
herein:
"Annual Base Price" means with regard to each Annual CPRE Performance
Period, the Fair Market Value of one share of Common Stock as of the applicable
Annual CPRE Vesting Date (or, if such day is not a trading day, the most recent
trading day immediately preceding such day).
"Annual CPRE Performance Period" means, with respect to the measurement of
Total Return and whether Restricted Common Stock granted as part of the CPRE
Award shall vest pursuant to Section 4(b) hereof as of any particular Annual
CPRE Vesting Date, the performance period that begins January 1 of that Vesting
Year and ends on December 31 of that Vesting Year; provided, however, that the
Annual CPRE Vesting Period ending on December 31, 2007 shall begin on the
Effective Date and the Total Return hurdle for purposes of Section 4(b)(ii)
shall be pro rated to 7.5% from 9%.
"Annual CPRE Vesting Date" means each of December 31, 2007, 2008, 2009,
2010, 2011, 2012 and 2013.
"Annual SPRE Vesting Date" means each of December 31, 2011, 2012 and 2013.
"Annual TBRE Vesting Date" means each of December 31, 2007, 2008, 2009,
2010, 2011, 2012 and 2013.
"Average Stock Price" means, as of any date, the average of the Fair Market
Value of a share of Common Stock over the thirty (30) consecutive trading days
immediately preceding such date.
"Cause" for termination of the Grantee's employment shall have the meaning
set forth in the Grantee's Service Agreement.
"Change of Control" for purposes of this Award Agreement will be deemed to
have taken place upon the occurrence of any of the following events: (i) any
person, entity or affiliated group, excluding the Company or any employee
benefit plan of the Company, acquiring more than 50% of the then outstanding
voting shares of the
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Company, (ii) the consummation of any merger or consolidation of the Company
into another company, such that the holders of the voting shares of the Company
immediately prior to such merger or consolidation own less than 50% of the
voting power of the securities of the surviving company or the parent of such
surviving company, (iii) adoption of a plan for complete liquidation of the
Company or the sale or disposition of all or substantially all of the Company's
or the Partnership's assets, such that after the transaction, the holders of the
voting shares of the Company immediately prior to the transaction own less than
50% of the voting securities of the acquiror or the parent of the acquiror or
(iv) during any period of two (2) consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board.
"Closing Price" of a security other than the Common Stock means the closing
price per share of such security on the primary exchange or other quotation
system on which the security is traded as determined by the Committee
consistently with the definition of Fair Market Value.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means shares of common stock, par value $0.001 per share, of
the Company either currently existing or authorized hereafter.
"Continuous Service" means the continuous service to the Company or any
Subsidiary or affiliate, without interruption or termination, in any capacity of
employee, or, with the written consent of the Committee, consultant. Continuous
Service shall not be considered interrupted in the case of (A) any approved
leave of absence, (B) transfers among the Company and any Subsidiary or
affiliate, or any successor, in any capacity of employee, or with the written
consent of the Committee, consultant, or (C) any change in status as long as the
individual remains in the service of the Company and any Subsidiary or affiliate
in any capacity of employee or (if the Company specifically agrees in writing
that the Continuous Service is not uninterrupted) a member of the Board or a
consultant. An approved leave of absence shall include sick leave, military
leave, or any other authorized personal leave.
"Cumulative SPRE Performance Period" means, with respect to the measurement
of Total Return and whether Restricted Stock to be earned as part of the SPRE
Award shall be issued pursuant to Section 4(c)(iv) hereof as of December 31,
2010, the performance period that begins on the Effective Date and ends on
December 31, 2010, or the Superior Performance Measurement Date, if earlier.
"Effective Date" means March 1, 2007.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Fair Market Value" means, as of any given date, the fair market value of a
share of Common Stock as determined by the Committee using any reasonable method
and in good faith; provided that (A) if the Common Stock is admitted to trading
on a national securities exchange, the fair market value of a share of Common
Stock on any date shall be the closing sale price reported for such share on the
exchange on such date on which a sale was reported; (B) if the Common Stock is
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or a successor quotation system and has
been designated as a National Market System ("NMS") security, fair market value
of a share Common Stock on any date shall be the closing sale price reported for
such share on the system on such date on which a sale was reported; and (C) if
the Common Stock is admitted to quotation on the NASDAQ but has not been
designated as an NMS security, fair market value of a share of Common Stock on
any such date shall be the average of the highest bid and lowest asked prices
for such share of Common Stock on the system on such date on which both the bid
and asked prices were reported.
"Good Reason" for termination of the Grantee's shall have the meaning set
forth in the Grantee's Service Agreement.
"MS REIT Index" means the Morgan Stanley REIT Index as published from time
to time, provided that if the MS REIT Index ceases to exist or be published
during the term of this Agreement and the Committee otherwise reasonably
determines that it is no longer suitable for the purposes of this Agreement,
then the Committee in its reasonable discretion shall select an a comparable
index for purposes of making the Total Return comparison required by Section
4(c) hereof meaningful and consistent across the relevant measurement periods.
"50th Percentile" is defined in accordance with standard statistical
methodology, such that for purposes of Section 4(c), if 50% of the REITs
included in the MS REIT Index had a Total Return for the applicable measurement
period equal to or worse than the Company's Total Return for the same period,
then the Company would be at the 50th percentile. Notwithstanding the foregoing,
the Committee may, upon consideration of the statistical distribution of the
REITs included in the MS REIT Index within the full range of Total Return for
the applicable measurement period, exercise its reasonable discretion to allow
for issuance of Restricted Stock to be earned as part of the SPRE Award under
Section 4(c) on a basis other than a strict mathematical calculation of the 50th
Percentile. By way of illustration, if for the period the Total Return of a
number of REITs included in the MS REIT Index is clustered within a narrow range
such that the effect of the precise calculation of percentiles is that issuance
would not occur, the Committee could in its discretion conclude that issuance
should nonetheless occur to the extent appropriate in light of all the
circumstances, including the Company's Total Return performance relative to the
REITs included in the MS REIT Index taken as a whole.
"Permanent Disability" shall have the meaning set forth in the Grantee's
Service Agreement.
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"Person" means an individual, corporation, partnership, limited liability
company, joint venture, association, trust, unincorporated organization, other
entity or "group" (as defined in the Exchange Act).
"Qualified Termination" means a termination of the Grantee's employment (A)
by the Company without Cause, (B) by the Grantee with Good Reason, or (C) as a
result of the Grantee's death or Permanent Disability.
"Restricted Common Stock" or "Restricted Stock" means shares of Common
Stock subject to a risk of forfeiture.
"Service Agreement" means, as of a particular date, any employment,
consulting or similar service agreement then in effect between the Grantee, on
the one hand, and the Company or one of its affiliates, on the other hand, as
amended or supplemented through such date.
"Total Return" means, with respect to a REIT included in the MS REIT Index
or the Company, as applicable, the total percentage return per share achieved by
the common shares of such REIT or the Company's Common Stock, as applicable,
assuming contemporaneous reinvestment in such common shares or Common Stock of
all dividends and other distributions, in each case measured following the end
of each Vesting Year for the applicable Annual CPRE Performance Period or the
Cumulative SPRE Performance Period, as the case may be. The Total Return
performance of the Company relative to the Total Return performance of the REITs
included in the MS REIT Index will be determined using the Fair Market Value of
the Common Stock and the Closing Price of the common shares of such REITs for
the last trading day of the applicable period from the applicable Annual Base
Price (or for the first CPRE Annual Performance Period or the Cumulative SPRE
Performance Period from the Effective Date) and from the Closing Price for the
common shares of each such REIT on the last trading day of the calendar year
immediately preceding the applicable Annual CPRE Performance Period (or for the
first CPRE Annual Performance Period or the Cumulative SPRE Performance Period,
from the Effective Date).
"Vesting Year" means each of (i) the period beginning on the Effective Date
and ending on December 31, 2007 and (ii) each calendar year in the six-year
period beginning January 1, 2008 and ending December 31, 2013.
3. Award of Restricted Common Stock. On the terms and conditions set forth
in this Agreement, as well as the terms and conditions of the Equity Plan, the
Grantee is hereby granted this Award consisting of the number of Restricted
Common Stock set forth on Schedule A hereto, which is incorporated herein by
reference (the "Restricted Stock"), divided among the TBRE Award, the CPRE Award
and the SPRE Award as provided in Schedule A. The shares of Restricted Stock
awarded as part of the TBRE Award and the CPRE Award have been issued to the
Grantee and constitute and shall be treated as the property of the Grantee in
accordance with the terms of this Agreement. Restricted Stock will be: (A)
subject to forfeiture to the extent provided in Section 4; and (B) subject to
vesting as provided in Section 4 and Section 5 hereof. The
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Restricted Stock underlying the SPRE Award shall be issued at such time as
provided by Section 4(c) or earlier, as required by Section 5, and shall be
subject to further time vesting as provided in Section 4(c) and Section 5.
4. Vesting of Restricted Stock.
(a) TBRE Award
(i) Except as otherwise provided in Section 5 hereof, the
Restricted Stock granted as part of the TBRE Award shall become vested
in the following amounts, provided that the Continuous Service of the
Grantee continues through and on the applicable Annual TBRE Vesting
Date or the accelerated vesting date provided in Section 5 hereof, as
applicable.
Number of Restricted Stock
in TBRE Award Becoming Cumulative
Vesting Date Vested Percentage Vested
------------ -------------------------- -----------------
December 31, 2007 ________ (14.286%) 14.286%
December 31, 2008 ________ (14.286%) 28.572%
December 31, 2009 ________ (14.286%) 42.858%
December 31, 2010 ________ (14.286%) 57.144%
December 31, 2011 ________ (14.286%) 71.430%
December 31, 2012 ________ (14.285%) 85.715%
December 31, 2013 ________ (14.285%) 100.000%
(ii) There shall be no proportionate or partial vesting of
Restricted Stock granted as part of the TBRE Award in or during the
months, days or periods prior to each Annual TBRE Vesting Date and,
subject to Section 5 hereof, vesting of Restricted Stock granted as
part of the TBRE Award shall occur on the applicable Annual TBRE
Vesting Date. Any Restricted Stock granted as part of the TBRE Award
that do not become vested pursuant to this Section 4(a) or Section 5
shall, without payment of any consideration by the Company,
automatically and without notice terminate, be forfeited and be and
become null and void, and neither the Grantee nor any of his
successors, heirs, assigns, or personal representatives will
thereafter have any further rights or interests in such unvested
Restricted Stock.
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(b) CPRE Award
(i) The Grantee's Restricted Stock granted as part of the CPRE
Award shall be eligible for vesting over a seven-year period, except
as otherwise provided in Section 5 hereof, based on the Company's
performance in terms of Total Return for (or on a cumulative basis
through, as applicable) each Annual CPRE Performance Period, with
vesting occurring at the times, in the amounts and upon the conditions
set forth in this Section 4(b), provided that the Continuous Service
of the Grantee continues through and on the relevant Annual CPRE
Vesting Date or the accelerated vesting date provided in Section 5
hereof, as applicable.
(ii) As soon as practicable following the end of each Vesting
Year, the Committee will determine (x) the Total Return of the Company
for the applicable Annual CPRE Performance Period and (y) for Vesting
Years after the first Vesting Year, the Total Return of the Company
from the Effective Date through the applicable Annual CPRE Vesting
Date on a cumulative basis, and then perform the following
calculations with respect to the Restricted Stock granted as part of
the CPRE Award:
(A) if both (I) the Company's Total Return for the applicable
Annual CPRE Performance Period is below 9% (7.5% for the first
Annual CPRE Performance Period) and (II) the Company's Total
Return from the Effective Date through the applicable Annual CPRE
Vesting Date on a cumulative basis are below a simple 9% per year
(7.5% for the first Annual CPRE Performance Period), then none of
the Grantee's Restricted Stock granted as part of the CPRE Award
will become vested as of the applicable Annual CPRE Vesting Date;
(B) if for the applicable Annual CPRE Performance Period the
Company's Total Return is 9% (7.5% for the first Annual CPRE
Performance Period) or higher, then 14.286% of the Grantee's
Restricted Stock granted as part of the CPRE Award will become
vested as of the applicable Annual CPRE Vesting Date;
(C) if the Company's Total Return from the Effective Date through
the applicable Annual CPRE Vesting Date on a cumulative basis is
equal to or greater than a simple 9% per year (7.5% for the first
Annual CPRE Performance Period), then the sum of (I) 14.286% of
the Grantee's Restricted Stock granted as part of the CPRE Award
(but without duplication of the vesting percentage set forth in
Section 4(b)(ii)(B)) and (II) any portion of the Grantee's
Restricted Stock granted as part of the CPRE Award that failed to
vest on prior Annual CPRE Vesting Dates will become vested as of
the applicable Annual CPRE Vesting Date;
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(iii) For the avoidance of doubt, the intent of the foregoing
clauses (A), (B) and (C) is to give the Grantee the benefit of a full
carry-back and carry-forward feature if the minimum 9% per year (7.5%
for the first Annual CPRE Performance Period) simple Total Return
performance criterion is not achieved in any one Annual CPRE
Performance Period, such that Restricted Stock granted as part of the
CPRE Award that failed to vest based on performance on an Annual CPRE
Vesting Date may still become vested on a subsequent Annual CPRE
Vesting Date upon the satisfaction of the performance criterion on a
cumulative basis. If the cumulative performance criterion is
satisfied, then any Restricted Stock granted as part of the CPRE Award
that failed to vest as of any of the prior Annual CPRE Vesting Dates
shall become vested as of the later Annual CPRE Vesting Date.
(iv) Any shares of Restricted Stock granted as part of the CPRE
Award that do not become vested pursuant to this Section 4(b) or
Section 5 shall, without payment of any consideration by the Company,
automatically and without notice terminate, be forfeited and be and
become null and void, and neither the Grantee nor any of his
successors, heirs, assigns, or personal representatives will
thereafter have any further rights or interests in such unvested
Restricted Stock.
(c) SPRE Award
(i) The Grantee's SPRE Award shall be earned over a seven-year
period, except as otherwise provided in Section 5 hereof, based on a
combination of (A) the Company's performance over a four-year period
in terms of increase in the Average Stock Price as provided in
Sections 4(c)(ii), 4(c)(iii) and 4(c)(iv) and (B) the passage of time
(three years) as provided in Sections 4(c)(v). Shares of Restricted
Stock shall be issued upon satisfaction of the performance conditions
in the amounts and upon the conditions set forth in this Section 4(c),
and shall vest on a pro rata basis on each Annual SPRE Vesting Date
provided that the Continuous Service of the Grantee continues through
and on the each Annual SPRE Vesting Date or the accelerated vesting
date provided in Section 5 hereof; provided, however, that if the
accelerated vesting date occurs before December 31, 2010, all of the
shares of Restricted Stock underlying the SPRE Award shall be issued
and become fully vested and non-forfeitable upon such date.
(ii) If after January 1, 2009, but before December 31, 2010, the
Average Stock Price is at or above $26.00 (subject to adjustment as
provided in Section 9 hereof) on each trading day in a period of
thirty (30) consecutive trading days, then 100.000% of the Restricted
Stock underlying the SPRE Award will be issued based on performance
(subject to time vesting as provided in Section 4(c)(v)) as of the
last trading day in
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such 30-trading day period (the "Superior Performance Measurement
Date").
(iii) If as of December 31, 2010 the shares of Restricted Stock
underlying the SPRE Award have not been earned based on performance
pursuant to Section 4(c)(ii), as soon as practicable following
December 31, 2010 the Company will calculate the Average Stock Price
as of December 31, 2010 and the Restricted Stock underlying the SPRE
Award will be issued based on performance (subject to time vesting as
provided in Section 4(c)(v)) as follows:
Average Stock Price (Subject to adjustment Percentage
as provided in Section 9 hereof) Earned
------------------------------------------ ----------
Less than $20.00 0.000%
Equal to or greater than $20.00 and less than $22.00 33.334%
Equal to or greater than $22.00 and less than $24.00 58.334%
Equal to or greater than $24.00 and less than $26.00 75.000%
Equal to or greater than $26.00 100.000%
(iv) Notwithstanding Section 4(c)(iii), if as of December 31,
2010 the shares of Restricted Stock underlying the SPRE Award have not
been issued based on performance pursuant to Section 4(c)(ii) or
Section 4(c)(iii), and the Average Stock Price is less than $20
(subject to adjustment as provided in Section 9 hereof), as soon as
practicable following December 31, 2010:
(A) the Committee will determine the Total Return of the Company
for the Cumulative SPRE Performance Period (from the Effective
Date through December 31, 2010);
(B) the Committee will determine the Total Return of the REITs
included in the MS REIT Index for the Cumulative SPRE Performance
Period (from the Effective Date through December 31, 2010); and
(C) if the Company's Total Return calculated pursuant to clause
(A) above is at or above the 50th Percentile of the Total Return
of the REITs included in the MS REIT Index calculated pursuant to
clause (B) above, then 33.334% of the Restricted Stock underlying
the SPRE Award will be issued based on performance (subject to
time vesting as provided in Section 4(c)(v)) as of December 31,
2010.
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(v) If any of the shares of Restricted Stock underlying the SPRE
Award have been issued based on performance as provided in Section
4(c)(ii), 4(c)(iii) or 4(c)(iv) (such Restricted Stock, the "Earned
SPRE Award"), then subject to Section 5 hereof, the Earned SPRE Award
shall become vested in the following amounts, provided that the
Continuous Service of the Grantee continues through and on the
applicable Annual SPRE Vesting Date or the accelerated vesting date
provided in Section 5 hereof, as applicable:
(A) thirty-three and one-third percent (33.33%) of the Earned
SPRE Award shall become vested on December 31, 2011;
(B) an additional thirty-three and one-third percent (33.33%) of
the Earned SPRE Award shall become vested on December 31, 2012;
and
(C) an additional thirty-three and one-fourth percent (33.34%) of
the Earned SPRE Award shall become vested on December 31, 2013.
(vi) Any shares of Restricted Stock underlying the SPRE Award
that are not earned pursuant to this Section 4(c) or Section 5 shall
not be issued and, without payment of any consideration by the
Company, automatically and without notice terminate, be forfeited and
be and become null and void, and neither the Grantee nor any of his
successors, heirs, assigns, or personal representatives will
thereafter have any further rights to receive any further issuance of
Restricted Stock pursuant to the SPRE Award.
5. Change of Control or Termination of Grantee's Service Relationship.
(a) If the Grantee is a party to a Service Agreement, the
provisions of this Section 5 shall govern the vesting of the Grantee's
Restricted Stock exclusively in the event of a Change of Control or
termination of the Grantee's service relationship with the Company or any
Subsidiary or affiliate, unless the Service Agreement contains provisions
that expressly refer to this Section 5 and provides that those provisions
of the Service Agreement shall instead govern the vesting of the Grantee's
Restricted Stock. The foregoing sentence will be deemed an amendment to any
applicable Service Agreement to the extent required to apply its terms
consistently with this Section 5, such that, by way of illustration, any
provisions of the Service Agreement with respect to accelerated vesting or
payout of the Grantee's bonus or incentive compensation awards in the event
of certain types of terminations of Grantee's service relationship (such
as, for example, termination at the end of the term, termination without
Cause by the employer or termination for Good Reason by the employee) shall
not be interpreted as requiring that any calculations set forth in Section
4 hereof be performed or vesting occur with respect to this Award other
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than as specifically provided in this Section 5. In the event an entity
ceases to be a Subsidiary or affiliate of the Company, such action shall be
deemed to be a termination of employment of all employees of that entity
for purposes of this Agreement, provided that if vesting would not
otherwise occur upon such deemed termination pursuant to this Agreement,
the Committee, in its sole and absolute discretion, may make provision in
such circumstances for accelerated vesting of some or all of the Grantee's
remaining unvested shares of Restricted Stock that have not previously been
forfeited effective immediately prior to such event.
(b) In the event of a Change of Control or Qualified Termination,
then the Grantee shall become 100% vested in all unvested Restricted Stock,
including Restricted Stock granted and issued as part of the TBRE Award,
the CPRE Award and the SPRE Award, automatically as of the date of, and
immediately before, the Change of Control or Qualified Termination,
regardless of the calculations provided or other conditions set forth in
Section 4 hereof. Further, if a Change of Control or Qualified Termination
occurs before shares of Restricted Stock underlying the SPRE Award have
been issued pursuant to Section 4(c) and before December 31, 2010, the
Company shall issue to the Grantee a number of shares of Common Stock equal
to the number of shares underlying the SPRE Award and such shares shall be
fully vested and non-forfeitable upon issuance.
(c) Notwithstanding the foregoing, in the event vesting pursuant
to this Section 5 is determined to constitute "nonqualified deferred
compensation" subject to Section 409A of the Code, then, to the extent the
Grantee is a "specified employee" under Section 409A of the Code subject to
the six-month delay thereunder, any such vesting or related payments to be
made during the six-month period commencing on the Grantee's "separation
from service" (as defined in Section 409A of the Code) shall be delayed
until the expiration of such six-month period.
(d) In the event of a termination of employment or other
cessation of the Grantee's Continuous Service other than a Qualified
Termination, effective as of the date of such termination or cessation all
Restricted Stock except for those that had previously become vested
pursuant to Section 4 or Section 5 hereof shall automatically and
immediately be forfeited by the Grantee and thereafter no further
calculations pursuant to Section 4 hereof shall be performed with respect
to the Grantee's Restricted Stock granted as part of the CPRE Award or the
SPRE Award. Any such forfeited Restricted Stock shall, without payment of
any consideration by the Company, automatically and without notice be and
become null and void, and neither the Grantee nor any of his successors,
heirs, assigns, or personal representatives will thereafter have any
further rights or interests in such forfeited Restricted Stock. If the
Grantee's employment with the Company or a Subsidiary or affiliate
terminates as a result of his or her retirement, the Committee may, on a
case-by-case basis and in its sole discretion, provide for partial or
complete vesting or issuance prior to such
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retirement of all or a portion of his Restricted Stock that have not
previously been forfeited or issued.
(e) To the extent that the Grantee's Service Agreement entitles
the Grantee to receive severance payments or other similar benefit in case
of a termination of the Grantee's employment following a Change of Control
or a similar event ("Change of Control Benefits"), then for purposes of
calculating the Grantee's entitlement to such Change of Control Benefits,
Restricted Stock shall be included as part of the Grantee's bonus amount,
or any other similar term used in the Grantee's Service Agreement, in the
year of vesting only if and to the extent specifically provided in such
Service Agreement. If included, the value of Restricted Stock for purposes
of determining such bonus amount shall be calculated by multiplying the
Fair Market Value of a share of the Company's Common Stock at the time of
vesting by the number of shares of Restricted Stock that became vested.
(f) To the extent that Schedule A provides for amounts or
schedules of vesting that conflict with the provisions of this Section 5,
the provisions of Schedule A will be controlling and determinative.
6. Payments by Award Recipients. No amount shall be payable to the Company
by the Grantee at any time in respect of Restricted Stock.
7. Dividends.
(a) The Grantee shall be entitled to receive dividends payable
with respect to the Restricted Stock actually issued, whether or not
vested, to the extent the Company declares and pays dividends on its Common
Stock.
(b) The dividend date with respect to Restricted Stock granted as
part of the TBRE Award and the CPRE Award shall be the Effective Date and
such Restricted Stock shall be entitled to dividend equivalent amounts
equal to the full distribution payable on Common Stock outstanding as of
the record dates for the first and second 2007 quarterly distributions even
though they were not outstanding for the whole period.
(c) The dividend date with respect to Restricted Stock issued as
part of the Earned SPRE Award shall be the issuance date, provided,
however, that the Earned SPRE Award shall be entitled to the full dividend
payable on Common Stock outstanding as of the record dates for the
quarterly distribution next following the date on which they are issued
based on performance as provided in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv)
hereof even though they may not have been outstanding for the whole period.
(d) Commencing as of the Effective Date through the date the
shares of Restricted Stock underlying the SPRE Award are actually issued to
the Grantee or forfeited pursuant to Section 4(c)(vi), as the case may be,
the Company shall provide a quarterly dividend equivalent payment in cash
to the
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Grantee in an amount equal to 20% of the dividend payable per share of
Common Stock multiplied by the number of shares of Restricted Stock
underlying the SPRE Award.
(e) All dividends and dividend equivalent payments paid with
respect to Restricted Stock shall be fully vested and non-forfeitable when
paid, whether or not the underlying shares of Restricted Stock have been
earned based on performance or have become vested based on the passage of
time.
8. Changes in Capital Structure. Without duplication with the provisions of
Section 12.3 of the 2004 Plan, if (a) the Company shall at any time be involved
in a merger, consolidation, dissolution, liquidation, reorganization, exchange
of shares, sale of all or substantially all of the assets or stock of the
Company or other fundamental transaction similar thereto, (b) any stock
dividend, stock split, reverse stock split, stock combination, reclassification,
recapitalization, significant repurchases of stock, or other similar change in
the capital structure of the Company shall occur, (c) any extraordinary dividend
or other distribution to holders of shares of Common Stock or Units other than
regular cash dividends shall be made, or (d) any other event shall occur that in
each case in the good faith judgment of the Committee necessitates action by way
of appropriate equitable adjustment in the terms of this Award, the MIP or the
Restricted Stock, then the Committee shall take such action as it deems
necessary to maintain the Grantee's rights hereunder so that they are
substantially proportionate to the rights existing under this Award, the MIP and
the terms of the Restricted Stock prior to such event, including, without
limitation: (i) adjustments in the number of shares of Restricted Stock, Total
Return or other pertinent terms of this Award; and (ii) substitution of other
awards under the Equity Plan or otherwise. The Grantee shall have the right to
vote the shares of Restricted Stock actually issued to him, regardless of
whether vesting has occurred.
9. Miscellaneous.
(a) Amendments; Modifications. This Agreement may be amended or
modified only with the consent of the Company acting through the Committee;
provided that any such amendment or modification materially and adversely
affecting the rights of the Grantee hereunder must be consented to by the
Grantee to be effective as against him; and provided, further, that the Grantee
acknowledges that the 2004 Plan may be amended or discontinued in accordance
with its terms and that this Agreement may be amended or canceled by the
Committee, on behalf of the Company, for the purpose of satisfying changes in
law or for any other lawful purpose, so long as no such action shall impair the
Grantee's rights under this Agreement without the Grantee's written consent.
Notwithstanding the foregoing, this Agreement may be amended in writing signed
only by the Company to correct any errors or ambiguities in this Agreement
and/or to make such changes that do not materially adversely affect the
Grantee's rights hereunder. No promises, assurances, commitments, agreements,
undertakings or representations, whether oral, written, electronic or otherwise,
and whether express or implied, with respect to the subject matter hereof, have
been made by the parties which are not set forth expressly in this Agreement.
This grant shall in no way affect the Grantee's participation
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or benefits under any other plan or benefit program maintained or provided by
the Company.
(b) Incorporation of Equity Plan; Committee Determinations. The
provisions of the Equity Plan are hereby incorporated by reference as if set
forth herein. In the event of a conflict between this Agreement and the Equity
Plan, this Agreement shall be controlling and determinative. The Committee will
make the determinations and certifications required by this Award as promptly as
reasonably practicable following the occurrence of the event or events
necessitating such determinations or certifications.
(c) Compliance With Securities Laws. The Company and the Grantee will
make reasonable efforts to comply with all applicable securities laws. In
addition, notwithstanding any provision of this Agreement to the contrary, no
Restricted Stock will become vested or be issued at a time that such vesting or
issuance would result in a violation of any such laws.
(d) Severability. If, for any reason, any provision of this Agreement
is held invalid, such invalidity shall not affect any other provision of this
Agreement not so held invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.
(e) Governing Law. This Agreement is made under, and will be construed
in accordance with, the laws of State of Delaware, without giving effect to the
principles of conflict of laws of such state.
(f) No Obligation to Continue Position as an Employee, Consultant or
Advisor. Neither the Company nor any affiliate is obligated by or as a result of
this Agreement to continue to have the Grantee as an employee, consultant or
advisor and this Agreement shall not interfere in any way with the right of the
Company or any affiliate to terminate the Grantee's service relationship at any
time.
(g) Notices. Any notice to be given to the Company shall be addressed
to the Secretary of the Company at its principal place of business and any
notice to be given the Grantee shall be addressed to the Grantee at the
Grantee's address as it appears on the employment records of the Company, or at
such other address as the Company or the Grantee may hereafter designate in
writing to the other.
(h) Withholding and Taxes. No later than the date as of which an
amount first becomes includible in the gross income of the Grantee for income
tax purposes or subject to the Federal Insurance Contributions Act withholding
with respect to this Award, the Grantee will pay to the Company or, if
appropriate, any of its affiliates, or make arrangements satisfactory to the
Committee regarding the payment of, any United States federal, state or local or
foreign taxes of any kind required by law to be withheld with respect to such
amount. The obligations of the Company under this
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Agreement will be conditional on such payment or arrangements, and the Company
and its affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Grantee.
(i) Headings. The headings of paragraphs hereof are included solely
for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.
(j) Counterparts. This Agreement may be executed in multiple
counterparts with the same effect as if each of the signing parties had signed
the same document. All counterparts shall be construed together and constitute
the same instrument.
(k) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and any successors to the Company and
the Partnership, on the one hand, and any successors to the Grantee, on the
other hand, by will or the laws of descent and distribution, but this Agreement
shall not otherwise be assignable or otherwise subject to hypothecation by the
Grantee.
(l) 409A. This Agreement shall be construed, administered and
interpreted in accordance with a good faith interpretation of Section 409A of
the Code. Any provision of this Agreement that is inconsistent with Section 409A
of the Code, or that may result in penalties under Section 409A of the Code,
shall be amended, in consultation with the Grantee and with the reasonable
cooperation of the Grantee and the Company, in the least restrictive manner
necessary to (i) exclude the Restricted Stock from the definition of "deferred
compensation" within the meaning of such Section 409A or (ii) comply with the
provisions of Section 409A, other applicable provision(s) of the Code and/or any
rules, regulations or other regulatory guidance issued under such statutory
provisions, in each case without diminution in the value of the benefits granted
hereby to the Grantee.
(m) Complete Agreement. This Agreement (together with those agreements
and documents expressly referred to herein, for the purposes referred to herein)
embody the complete and entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersede any and all prior
promises, assurances, commitments, agreements, undertakings or representations,
whether oral, written, electronic or otherwise, and whether express or implied,
which may relate to the subject matter hereof in any way.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be
executed as of the __ day of __________, 2007.
MEDICAL PROPERTIES TRUST, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
GRANTEE
----------------------------------------
Name:
----------------------------------
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SCHEDULE A
VESTING PROVISIONS OF RESTRICTED STOCK
The shares of Restricted Stock are subject to time -based and
performance-based vesting as follows:
1. _________ shares of Restricted Stock are subject to time-based vesting over
a seven-year period (or earlier in certain circumstances) (14.285% per
year) based only on continuous service.
2. _________ shares of Restricted Stock are subject to performance-based
vesting over a seven-year period (assuming continuous service).
Performance-based vesting will be from 0-100% based on Medical Properties
Trust, Inc.'s (the "Company") per-share total return to holders of the
Company's common stock (the "Total Return") for the period from March 1,
2007 to December 31, 2013 (or earlier in certain circumstances) exceeding a
simple annual Total Return of 9%, including a carry-back and carry-forward
feature over the entire seven-year period.
3. _________ shares of Restricted Stock are subject to a combination of
performance-based and time-based vesting over a combined seven-year period
(assuming continuous service) as follows:
(i) 0-100% of the shares of Restricted Stock will be issued based on
the trading price of the Company's common stock reaching specified
levels between $20 per share and $26 per share over the period from
March 1, 2007 to December 31, 2010 (or earlier in certain
circumstances). However, if at the end of the four-year performance
period (or earlier in certain circumstances) the price of the
Company's common stock is below $20 per share, but the Company's Total
Return over the period on a cumulative basis is at or above the 50th
percentile for all REITs included in the Morgan Stanley REIT Index,
then one third of such Restricted Stock will be issued based on
performance.
(ii) Time-based vesting of any shares of Restricted Stock that have
become issued based on performance as provided in clause (i) above
will occur over a three-year period (or earlier in certain
circumstances) based only on continuous service as follows: one third
on each of December 31, 2011, 2012 and 2013.
The above vesting is conditioned upon the Grantee remaining an employee of
the Company or an affiliate through the applicable vesting dates, and subject to
acceleration in the event of a change of control of the Company or termination
of the Grantee's
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service relationship with the Company under specified circumstances. Unvested
Restricted Stock are subject to forfeiture in the event of failure to vest based
on the applicable criterion in the Award Agreement.
Date of Award Agreement: __________________________
Name of Grantee: __________________________
Total of Restricted Stock Subject to Grant (X+Y+Z): __________________________
X. TBRE Award: __________________________
Y. CPRE Award: __________________________
Z. SPRE Award: __________________________
Grant Date: __________________________
Initials of Company representative:
--------------------------------------------
Initials of Grantee:
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