Exhibit
99.1
CNL HOTELS & RESORTS, INC.
2004 OMNIBUS LONG-TERM INCENTIVE PLAN
STOCK AWARD AGREEMENT
Unless otherwise defined herein, the terms
defined in the 2004 Omnibus Long-Term Incentive Stock Plan shall
have the same defined meanings in this Stock Award
Agreement.
The Participant named above has been granted an
Award of fully vested shares of Common Stock of the Company
(“ Shares ”), subject to the terms and
conditions of the Plan and this Stock Award Agreement, as
follows:
|
Date of
Grant:
|
|
|
Total
Number of Shares Granted:
|
|
1.
Grant of Award.
Pursuant to its authority under the
Plan, the Committee, on behalf of the Company, hereby grants to the
Participant named in the Notice of Stock Award (the “
Participant ”), the number of Shares set forth in
the Notice of Stock Award, subject to the terms and conditions of
this Stock Award Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 13 of the Plan, in the
event of a conflict between the terms and conditions of the
Plan and this Stock Award Agreement, the terms and conditions of
the Plan shall prevail.
2.
Rights as Stockholder
. Until the issuance of the Shares
(as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Shares, notwithstanding the grant
of this Award. The Shares shall be issued to the Participant as
soon as practicable after the date of grant. No adjustment shall be
made for a dividend or other right for which the record date is
prior to the date of issuance except as provided in Section 9
of the Plan.
3.
Lock-Up Period
. As a condition to the grant of the
Shares, the Participant shall not be permitted to offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of
the Company or enter into any swap, hedging or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Common Stock (or other securities)
of the Company held by Participant (other than those included in
the registration) for a period specified by the representative of
the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following
the effective date of any registration statement of the Company
filed under the Securities Act.
As a condition to the grant of the Shares,
Participant shall be required to execute and deliver such other
agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are
necessary to give further effect thereto. In addition, if requested
by the Company or the representative of the underwriters of Common
Stock (or other securities) of the Company, Participant shall
provide, within ten (10) days of such request, such
information as may be required by the Company or such
representative in connection with the completion of any public
offering of the Company&
