CNL HOTELS & RESORTS,
INC.
AMENDMENT TO PERFORMANCE-BASED
DEFERRED SHARE AWARD GRANT NOTICE
This Amendment
(the “ Amendment ”) to the Deferred Share
Award Grant Notice (Executive - Performance-Based Vesting) (the
“ Grant Notice ”) between CNL Hotels
& Resorts, Inc., a Maryland corporation (the “
Company ”), and Thomas J. Hutchison III
(“ Executive ”) is made as of
February 21, 2007, by and between the Company and
Executive.
WHEREAS ,
the Company has entered into an Agreement and Plan of Merger, dated
as of January 18, 2007, by and among the Company, MS Resort
Holdings LLC, MS Resort Acquisition LLC (“ MS
Acquisition ”), MS Resort Purchaser LLC and Ashford
Sapphire Acquisition LLC (the “ Merger
Agreement ”), pursuant to which, at the effective
time of the proposed merger, MS Acquisition will merge with and
into the Company, with the Company continuing as the surviving
corporation, (the “ Merger ”);
WHEREAS ,
the Company granted to Executive a deferred share award (the
“ Deferred Share Award ”) on
March 28, 2006 pursuant to the terms of the Grant Notice and
its related Deferred Share Award Agreement for deferred shares that
vest based on the achievement of certain performance
goals;
WHEREAS ,
the Merger Agreement provides that each deferred share award that
is outstanding at the Effective Time (as defined in the Merger
Agreement) of the Merger will be cancelled by the Company and each
holder thereof will be entitled to receive $20.50 in cash per share
subject to such award, including the Executive’s Deferred
Share Award, at the Effective Time;
WHEREAS ,
the Company and Executive desire to amend the terms of the Grant
Notice to reduce the number of deferred shares subject to the
Deferred Share Award that would otherwise be cancelled and entitle
Executive to a cash payment in connection with the Merger;
and
WHEREAS ,
the Company and Executive believe this amendment is in the best
interests of the Company and the Company’s employees and may
increase the success of the Merger.
NOW, THEREFORE,
the parties agree as follows:
