X0202 4 2005-06-07 0 0000718449 TBC CORP TBCC 0001063923 LEDSINGER CHARLES A JR CHOICE HOTELS INTERNATIONAL, INC. 10750 COLUMBIA PIKE SILVER SPRINGS MD 20901 1 0 0 0 Common Stock 2005-06-07 4 A 0 386 0.00 A 33031 D Stock Option (right to buy) 25.91 2005-06-07 4 A 0 1544 0.00 A 2006-06-07 Common Stock 1544 1544 D Under the TBC Corporation 1989 Stock Incentive Plan (the "Plan"), each non-employee director of the Company is automatically granted, on the date of each Annual Meeting of Stockholders, shares of restricted stock having an aggregate fair market value of $10,000 based upon the closing price of the Company's Common Stock on the date of the Annual Meeting. The director is concurrently granted an option giving him the right to buy four times the number of restricted shares that he was granted. The option expires in one-third increments as the restricted stock vests, and the exercise of any portion of the option will cause the forfeiture of the associated restricted stock. The exercise of the option is also subject to certain conditions stated in the Plan. The option expires in three equal annual installments beginning on June 7, 2008. /s/ CHARLES A. LEDSINGER, JR. 2005-06-08