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:
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(a)
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one year
following Executive’s Termination of Service with the Company
by reason of death or Disability;
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(b)
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three months
following Executive’s Termination of Service for any reason
other than death or Disability; and
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(c)
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the tenth
anniversary of the Grant Date;
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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