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[NAME OF EXECUTIVE] STOCK OPTION AGREEMENT

Stock Option Agreement

[NAME OF EXECUTIVE] STOCK OPTION AGREEMENT | Document Parties: HOST HOTELS & RESORTS, INC. | 1997 Host Marriott Corporation | Host Marriott, LP You are currently viewing:
This Stock Option Agreement involves

HOST HOTELS & RESORTS, INC. | 1997 Host Marriott Corporation | Host Marriott, LP

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Title: [NAME OF EXECUTIVE] STOCK OPTION AGREEMENT
Governing Law: Maryland     Date: 2/27/2009
Industry: Real Estate Operations     Sector: Services

[NAME OF EXECUTIVE] STOCK OPTION AGREEMENT, Parties: host hotels & resorts  inc. , 1997 host marriott corporation , host marriott  lp
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Exhibit 10.34

[NAME OF EXECUTIVE]

STOCK OPTION AGREEMENT

This Agreement is between                              (the “Executive”) and Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, and governs an award made to the Executive pursuant to the 1997 Host Marriott Corporation and Host Marriott, L.P. Comprehensive Stock and Cash Incentive Plan, as amended (the “Plan”). The Company and the Executive agree as follows:

1. Stock Option Award. On February     , 2009 (the “Grant Date”) the Company awarded the Executive the option to purchase                             shares of the Company’s Common Stock (the “Option”) at an exercise price equal to $         per share (the “Per Share Exercise Price”), which shall vest and become exercisable according to the terms and conditions of this Agreement. This Option is not intended to be an Incentive Stock Option.

2. Vesting. The Option will vest and may be exercised on and after December 31, 2009. Except as provided in Section 5, upon Executive’s termination of employment with the Company (“Termination of Service”) his or her right to vest in the Option shall terminate and any unvested portion of the Option shall be forfeited.

3. Exercise Period. The Option may not be exercised until vested. Once vested, the Option may be exercised in whole or any part, at any time, but may only be exercised for whole shares. However, the vested portion of the Option must be exercised, if at all, prior to the earlier of:

 

 

(a)

one year following Executive’s Termination of Service with the Company by reason of death or Disability;

 

 

(b)

three months following Executive’s Termination of Service for any reason other than death or Disability; and

 

 

(c)

the tenth anniversary of the Grant Date;

and if not exercised prior thereto shall terminate and no longer be exercisable.

4. Exercise Terms. The Option will be deemed exercised upon Executive’s completing the exercise procedures established by the Company and payment of the Per Share Exercise Price for each share of Common Stock being purchased upon exercise of the Option, plus any applicable tax withholding to the Company as provided in Section 6 below. Payment may be made in (a) cash; (b) with the consent of the Committee, shares of Common Stock having a Fair Market Value equal to the aggregate exercise price, or (c) broker assisted cashless exercise, as permitted by the Plan.

5. Termination Policy. This Agreement is not an employment contract. This Agreement is, however, a contract creating enforceable rights between the Company (and any successor) and the Executive regarding the Option. This Agreement is subject to the “Host Hotels & Resorts, Inc. Severance Plan for Executives” (the “Severance Plan”), attached hereto as Exhibit A . If the Executive’s employment with the Company is terminated for Cause (as defined in the


[Name of Executive]

Stock Option Agreement

 

Severance Plan) or by the Executive without Good Reason (as defined in the Severance Plan), then the unvested portion of the Option shall be forfeited and no longer exercisable. If the Executive’s employment with the Company is terminated by (i) reason of the Executive’s death, (ii) Disability, (iii) the Company without Cause or (iv) the Executive with Good Reason, then all shares subject to the Option shall vest and become exercisable.

6. Withholding. The Company has the authority to deduct or withhold, or require the Executive to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes arising from exercise or vesting of the Option. Executive may satisfy such tax withholding obligation, in whole or in part, by either: (i) electing to have the Company withhold shares otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation; (iii) paying the withholding amount in cash to the Company; or (iii) with the consent of the Committee surrendering to the Company previously owned Common Stock with a Fair Market Value equal to the minimum amount of the tax withholding obligation.

7. Not Transferable. Except as otherwise permitted by the Plan, this option is not transferable except by will or the laws of descent and distribution.

8. Other Long-Term Incentive Awards. The Executive understands an


 
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