Share Award Agreement (2015)Full Document 

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CHATHAM LODGING TRUST
                                        
Share Award Agreement

THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the 30th day of January, 2015, governs the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to JEFFREY FISHER (the “Participant”), in accordance with and subject to the provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1.    Grant of Share Award. In accordance with the Plan, and effective as of January 30, 2015 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Share Award of 19,275 Common Shares (the “Share Award”).

2.    Performance Vesting. The Participant’s interest in the Common Shares covered by this Share Award shall become vested and non-forfeitable (“Vested”) as follows based on the Company’s Total Shareholder Return:

(a)    The Participant’s interest in the number of Common Shares that most nearly equals (but does not exceed) one-third of the Common Shares covered by this Share Award shall be Vested on January 15, 2016, if the Total Shareholder Return for calendar year 2015 is 8% or more.

(b)    The Participant’s interest in the number of Common Shares that most nearly equals (but does not exceed) one-third of the Common Shares covered by this Share Award shall be Vested on January 15, 2017, if the Total Shareholder Return for calendar year 2016 is 8% or more.

(c)    The Participant’s interest in the number of Common Shares that most nearly equals (but does not exceed) one-third of the Common shares covered by this Share Award shall be Vested on January 15, 2018, if the Total Shareholder Return for calendar year 2017 is 8% or more.

(d)    The Participant’s interest in the number of Common Shares that most nearly equals (but does not exceed) two-thirds of the Common Shares covered by this Share Award (less any Common Shares that Vested under paragraph 2(a) and paragraph 2(b)), shall be Vested on January 15, 2017, if the average Total Shareholder Return for calendar years 2015 and 2016 is 8% or more.

(e)    The Participant’s interest in all of the Common Shares covered by this Share Award (less any Common Shares that Vested under paragraphs 2(a), paragraph 2(b),

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paragraph 2(c) and paragraph 2(d)), shall be Vested on January 15, 2018, if the average Total Shareholder Return for calendar years 2015, 2016 and 2017 is 8% or more.

Except as provided in paragraph 3, Common Shares covered by this Share Award may become Vested in accordance with this paragraph 2 only if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the applicable vesting date, i.e., January 15, 2016, January 15, 2017 or January 15, 2018, as described above.

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