Restricted Unit Award Agreement

RESTRICTED UNIT AWARD AGREEMENT


NAME OF EMPLOYEE: W. Thomas Parrington AWARD DATE: April 9, 2004
VESTING START DATE: April 9, 2004


THIS AGREEMENT (the "Agreement") is made and entered into as of the Award Date noted above, by and between Lodgian Inc. (the "Company"), a Delaware corporation, and the individual Employee noted above (the "Employee").


W I T N E S S E T H:


WHEREAS, the Company has adopted the Lodgian, Inc. 2002 Stock Incentive Plan (the "Plan") for the purpose of securing and retaining the services of officers, directors, key employees, and consultants of the Company, by promoting and increasing their personal interests in the welfare of the Company and by providing incentive to those who are primarily responsible for the operations of the Company and for shaping and carrying out the long-range plans of the Company and aiding in its continued growth and financial success;


WHEREAS, the Compensation Committee of the Board of Directors of the Company has authorized the grant to Employee of a restricted unit award under the Plan regarding shares of the common stock, par value $.01 ("Common Stock") of the Company, and the Company and Employee wish to confirm herein the terms, conditions, and restrictions of the restricted unit award;


NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree:


SECTION 1
AWARD OF UNITS


1.1 Award of Units. Subject to the terms, restrictions, limitations, and conditions stated herein and in the Plan, pursuant to Section 4(d)(v) of the written employment agreement between Employee and the Company effective as of July 1, 2003 (the "Employment Agreement"), the Company hereby awards to Employee Four Thousand One Hundred and Forty-Six (4,146) restricted stock units, each of which represents the right to receive one share of Common Stock (collectively, the "Award Shares") under the Plan; provided, however, that the aggregate number of shares of Common Stock to be received by the Employee pursuant to this award shall be reduced by that number of shares of Common Stock retained by the Company pursuant to Section 1.3 below.


1.2 Vesting of Award Shares. Employee shall receive the Award Shares in accordance with the vesting schedule set forth in section 4(d)(v) of the Employment Agreement. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, accelerate the vesting and receipt of the Award Shares in whole or in part. The Award Shares which have become vested pursuant to the above provisions are herein referred to as the "Vested Award Shares" and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the "Unvested Award Shares."


1.3 Withholding. As a condition precedent to the issuance by the Company of the Vested Award Shares and a certificate or certificates representing the Vested Award Shares, the Company shall deduct or withhold, or require Employee to remit to the Company, an amount in cash or in Vested Award Shares sufficient to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and/or any action taken by Employee with respect to the Award Shares ("Withholding Obligation"). Within ten (10) days of the occurrence of an event that triggers the Withholding Obligation, such as the vesting date of Award Shares, Employee shall remit to the Company an amount in cash sufficient to satisfy the Withholding Obligation. If such cash payment is not delivered to the Company within such ten (10) day period, the Company shall have the right to retain such Vested Award Shares as is necessary to satisfy the


Withholding Obligation. However, notwithstanding the foregoing, to the extent that Employee is an insider (an individual who is, on the relevant date, an officer, director or ten percent (10%) beneficial owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act), satisfaction of withholding requirements by having the Company withhold Vested Award Shares may only be made to the extent that such withholding of Vested Award Shares (1) has met the requirements of an exemption under Rule 16b-3 promulgated und ...