Exhibit 10.3
STRATEGIC HOTELS &
RESORTS, INC.
UNIT AGREEMENT
UNDER STRATEGIC HOTELS &
RESORTS, INC.
VALUE CREATION
PLAN
We are pleased to inform you that
you have been granted an award of Units (the “Unit
Award”) under the Strategic Hotels & Resorts, Inc.
Value Creation Plan (“Plan”).
The terms of the Unit Award are as
set forth in this Unit Award Agreement (“Agreement”).
This Agreement is granted under the Plan and, except as expressly
provided otherwise herein, is limited by and subject to the express
terms and conditions of the Plan, a copy of which is attached.
Capitalized terms that are not defined in this Agreement have the
meanings given to them in the Plan. The basic terms of the Unit
Award are summarized as follows:
Grant Date:
Number of Units:
|
1.
|
Termination
of Employment or Services
|
[If your employment or service
relationship with the Employer terminates because of death,
Disability (as defined in your employment agreement with the
Company), Constructive Termination or Termination by the Employer
other than for Cause, your outstanding Units under this Unit Award
shall become fully vested and Unit Distributions shall be payable
in accordance with the Plan as though you had remained employed
with the Employer.]
[If you terminate your employment or
service relationship with the Employer voluntarily (not including a
Constructive Termination in 2012 or death or Disability at any
time) or if the Company terminates your employment or service
relationship for Cause at any time, your outstanding Units under
this Unit Award will immediately terminate without the payment of
any further consideration to you and the Committee may require any
Unit Distributions made to you to be repaid to the Employer if your
employment or service relationship with the Employer was terminated
by the Employer for Cause or if the Company at the time of your
voluntary termination had reason to terminate your employment or
service relationship for Cause.
If during 2012 either the Employer
terminates your employment or service relationship without Cause or
you terminate your employment or service relationship with the
Employer as a result of a Constructive Termination, you will become
fully vested in a pro-rata portion of the Units under this Unit
Award determined by multiplying the number of Units under this Unit
Award by a fraction with the numerator equal to the number of full
calendar months from the Grant Date until your termination of
employment or services and the denominator equal to the number of
full calendar months from the Grant Date until December 31,
2012. Unit Distributions shall be payable with respect to such pro
rata portion of the Unit Award in accordance with the
Plan.
If your employment or service
relationship with the Employer terminates because of death or
Disability, you will become fully vested in a pro-rata portion of
the Units under this Unit Award determined by multiplying the
number of Units under this Unit Award by a fraction with the
numerator equal to the number of full calendar months from the
Grant Date until your termination of employment or services and the
denominator equal to the number of full calendar months from the
Grant Date until December 31, 2012. Unit Distributions shall
be payable with respect to such pro rata portion of the Unit Award
in accordance with the Plan.]
Upon a Change of Control of the
Company, your outstanding Units under this Unit Award shall become
fully vested and Change of Control Unit Distributions shall be
payable immediately prior to, on or within two
