FORM OF STOCK OPTION AGREEMENT
(DIRECTORS)
MORGAN HOTELS GROUP CO.
AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
Morgan Hotels
Group Co., a Delaware corporation (the “Company”),
hereby grants an option to purchase shares of its common stock,
$.01 par value, (the “Stock”) to the optionee named
below. Additional terms and conditions of the grant are set forth
in this cover sheet and in the attachment (collectively the
“Agreement”), and in the Company’s Amended and
Restated 2007 Omnibus Incentive Plan (the
“Plan”).
Grant Date:
__________________, 200__
Optionee’s Employee Identification Number:
_____-____-_____
Number of
Shares Covered by Option: ______________
Option Price
per Share: $_____.___ (At least 100% of Fair Market
Value)
Vesting Start
Date: _________________, ____
By signing this cover sheet, you agree to all
of the terms and conditions described in the attached Agreement and
in the Plan, a copy of which is also attached. You acknowledge that
you have carefully reviewed the Plan, and agree that the Plan will
control in the event any provision of this Agreement should appear
to be inconsistent with the Plan. Certain capitalized terms used in
this Agreement are defined in the Plan, and have the meaning set
forth in the Plan.
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(Signature)
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(Signature)
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Title:
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This is not a stock certificate or a
negotiable instrument.
MORGAN HOTELS GROUP CO.
AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
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Non-Qualified Stock Option
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This option is
not intended to be an incentive stock option under Section 422
of the Internal Revenue Code and will be interpreted
accordingly.
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to
purchase a whole number of vested shares not less than 100 shares,
unless the number of shares purchased is the total number available
for purchase under the option, by following the procedures set
forth in the Plan and below in this Agreement.
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Your right to
the Stock under this Incentive Stock Option Agreement vests as to
[one-third (1/3rd) of the total number of shares of Stock covered
by this grant, as shown on the cover sheet, each year on each of
the first three one-year anniversaries of the Vesting Start Date],
provided you then continue in Service. The resulting aggregate
number of vested shares will be rounded down to the nearest whole
number, and you cannot vest in more than the number of shares
covered by this option.
No additional shares of Stock will vest after your Service has
terminated for any reason.
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Your option
will expire in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the cover sheet. Your option will expire earlier
if your Service terminates, as described below.
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If your Service
terminates for any reason, other than death, Disability or Cause,
then your option will expire at the close of business at Company
headquarters on the 90th day after your termination
date.
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If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to your option and the option shall immediately
expire.
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If your Service
terminates because of your death, then your option will expire at
the close of business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve month
period, your estate or heirs may exercise the vested portion of
your option.
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In addition, if
you die during the 90-day period described in connection with a
regular termination (i.e., a termination of your Service not on
account of your death, Disability or Cause), and a vested portion
of your option has not yet been exercised, then your option will
instead expire on the date twelve (12) months after your
termination date. In such a case, during the period following your
death up to the date twelve (12) months after your termination
date, your estate or heirs may exercise the vested portion of your
option.
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If your Service
terminates because of your Disability, then your option will expire
at the close of business at Company headquarters on the date twelve
(12) months after your termination date.
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When you wish
to exercise this option, you must notify the Company by filing the
proper “Notice of Exercise” form at the address given
on the form. Your notice must specify how many shares you wish to
purchase (in a parcel of at least 100 shares generally). Your
notice must also specify how your shares of Stock should be
reg
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