Form of Director Restricted Stock Unit Award Agreement

Exhibit 10.33

La Quinta Corporation

2002 Stock Option and Incentive Plan
Restricted Stock Unit Award
Agreement

La Quinta Corporation
2002 Stock Option and Incentive Plan
Restricted Stock Unit Award Agreement

     You have been selected to receive a grant of restricted stock units (“RSUs”) pursuant to the La Quinta Corporation 2002 Stock Option and Incentive Plan (the “Plan”), as specified below:

     THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of RSUs by La Quinta Corporation, a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan. Such RSUs represent a promise to pay out to the Participant (subject to Section 2) a number of shares of common stock of the Company, par value $0.01 per share, and an equal number of shares of Class B common stock of La Quinta Properties, Inc., par value $0.01 per share, which are paired and traded as one unit, as is indicated above (“Paired Shares”).

     The Plan provides a complete description of the terms and conditions governing the RSUs. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

     1. Acceptance of Award. The Participant shall have no rights with respect to this Award unless he or she shall have accepted this Award prior to the close of business on the Final Acceptance Date specified above by: (a) making payment to the Company by certified or bank check or other instrument acceptable to the Committee of the Purchase Price per RSU, if any, times the number of RSUs to be accepted, and (b) signing and delivering to the Company a copy of this Agreement.

     2. Timing of Payout. The RSUs will not be paid out (as described in Section 3) until the earlier to occur of the following:

     3. Form of Payout. Subject to Section 2, vested RSUs will be paid out solely in the form of Paired Shares of stock of the Company.

     4. Voting Rights and Dividends. Until such time as the RSUs are paid out in Paired Shares of Company stock, the Participant shall not have voting rights. However, all dividends and other distributions paid with respect to the RSUs shall accrue and shall be converted to additional RSUs based on the closing price of the Paired Shares on the dividend distribution date. Such additional RSUs shall be subject to the same restrictions on transferability as are the RSUs with respect to which they were paid.

     5. Change of Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change of Control of the Company prior to the payout of Paired Shares pursuant to Section 2, RSUs not yet paid out shall be immediately paid out to the Participant as described in Section 3. The Paired Shares paid out to the Participant shall be freely transferable by the Participant (the restrictions on transfer in Section 6 shall lapse), subject to restrictions on transfers imposed by the Company’s and La Quinta Properties, Inc.’s Certificate of Incorporation, Bylaws, and insider trading policies as in effect from time to time, or by applicable federal and state securities laws.

     6. Restrictions on Transfer. Except as otherwise provided in the Plan, the RSUs granted pursuant to this Agreement (prior to being paid out) may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution. Any attempt to transfer will not be honored.

     7. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number and class of RSUs subject to this Agreement may be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

     8. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Director of Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

     9. Continuation of Service as Director. This Agreement shall not confer upon the Participant any right to continue service with the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate the Participant’s service at any time.

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     10. Miscellaneous.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Grant.

     The foregoing Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the Participant.

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