Restricted Unit Award Agreement

Exhibit 10.2


WYNDHAM INTERNATIONAL, INC.
RESTRICTED UNIT AWARD AGREEMENT


Dated as of April 12, 2001


Wyndham International, Inc., a corporation organized under the laws of Delaware (the "Company"), hereby awards to _______________ (the "Participant"), as of the date hereof (the "Award Date"), an Award (the "Award") of ________ Restricted Units ("Restricted Units"), each such Restricted Unit covering the right to receive one share of Class A Common Stock of the Company, subject to the terms and conditions set forth below. Such grant is pursuant to the Second Amendment and Restatement of the Wyndham International, Inc. 1997 Incentive Plan (the "Plan").


1. Award Subject to Acceptance of Agreement. The Award shall not be valid and
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binding unless the Participant accepts this Agreement by executing it in
the space provided below and returning such original execution copy to the
Company.


2. Vesting of Award. Except as set forth below in this Agreement, and subject
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to the discretion of the Committee or the Board of Directors to accelerate
the vesting schedule ("Vesting Schedule") hereunder, this Award shall be
vested and nonforfeitable with respect to the indicated number of
Restricted Units on the dates indicated in the following Vesting Schedule
provided the Participant has remained employed by the Company or an
Affiliate to such date:


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Number of Restricted Units
Subject to Vesting Date Restrictions Lapse
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______ 3rd anniversary of Award Date
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______ 4th anniversary of Award Date
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______ 5th anniversary of Award Date
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In the event of a Change in Control of the Company after the date
hereof during the Participant's employment with the Company, the vesting
date for any Restricted Units which have not yet vested shall be
accelerated to the first anniversary of the Change in Control provided the
Participant has remained employed by the Company or an Affiliate to such
first anniversary.


If in connection with any such Change in Control, the outstanding
shares of Class A Common Stock are changed into or exchanged for stock or
other securities of any other corporation or entity or cash or any other
property, whether by merger, consolidation, amalgamation, liquidation or
otherwise (each a "Transaction"), then proper provision shall be made so
that upon consummation of such Transaction:


(a) each Restricted Unit covered by this Award shall thereafter
represent, in lieu of the right to receive a share of Class A Common
Stock, the right to receive the stock, other securities, cash and/or
other property to which a Participant would have been entitled upon
consummation of such Transaction if such Restricted Unit had been
vested and a certificate for such share of Class A Common Stock had
been delivered to the Participant pursuant to Section 5(c) hereof
immediately prior to such consummation (or, if applicable, any record
date with respect to such Transaction);


(b) the Company or other corporation or entity surviving such
Transaction shall within 15 days of consummation of such Transaction
place such stock, other securities, cash and/or other property to
which the Participant would have been so entitled in escrow pursuant
to arrangements that are mutually acceptable to the Company or other
corporation or entity surviving such Transaction and the Participant
(the "Escrow") and shall cause the Escrow to be maintained until the
earlier of the date of the vesting of the Restricted Unit or the date
such Restricted Unit is otherwise terminated or forfeited;


(c) in the event of a decline in the value of such stock or
other securities between (i) the date of consummation of the
Transaction or if all holders of Class A Common Stock who receive
stock or other securities in the Transaction are restricted from
reselling such stock or other securities for a period of time after
the consummation of the Transaction, then the earliest date on which
such restriction lapses (the later of the consummation date and, if
applicable, the earliest date of termination of such restriction being
the "Commencement Date") and (ii) the date of vesting of such
Restricted Unit (whether on the first anniversary of the Change in
Control or earlier as provided in the Vesting Schedule or in Section 3
below), the Participant shall be entitled to receive, in addition to
such stock or other securities, cash in an amount equal to the
difference between the market value of such stock or other securities
on the Commencement Date and the market value of such stock or other
securities on the date of vesting;


(d) the Company or other corporation or entity surviving such
Transaction shall within 15 days of the Commencement Date place in the
Escrow an appropriate hedging instrument or instruments covering any
such decline in the market value of such stock or other securities
between the Commencement Date and the vesting date or otherwise place
in the Escrow cash in an amount sufficient to cover any such decline;
and


(e) the issuer of any such stock or other securities shall
promptly file a registration statement under the Securities Act of
1933, as amended (the "Act"), with respect to the stock or other
securities receivable upon vesting of a Restricted Unit and shall use
its best efforts to cause such registration statement to become and
remain effective such that upon vesting of the Restricted Units, such
stock or other securities received by the Participant shall not be
"restricted securities" within the meaning of Rule 144(a) under such
Act.


2


The Company shall not be a party to any Transaction unless prior to
consummation thereof, each corporation (other than the Company) or other
entity which may be required to deliver (or, as applicable, register) any
stock, securities, cash or other property in connection with the vesting of
Restricted Units shall assume, by written instrument, a copy of which shall
be delivered to the Participant, the obligation to so deliver to the
Participant (or to so register) such shares of stock, securities, cash or
property in connection with such vesting and to comply with the other
provisions of this Award.


3. Termination of Employment. If the Participant's employment by the Company
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or an Affiliate is terminated prior to the dates the restrictions lapse as
set forth above, the Participant shall forfeit all Restricted Units which
have not yet vested, except as provided below. Any transfer of employment
from the Company to an Affiliate shall not be deemed to be a termination of
employment for purposes of this Agreement.


(a) Termination ...