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 Host
Hotels & Resorts 2009 Comprehensive Stock and Cash
Incentive Plan (the “Plan”). The Company and the
Executive agree as follows:
1. Stock Option Award.
On May 14, 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
Option 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. Subject to this
paragraph, the Option will vest and may be exercised as
follows:
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a)
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shares on December 31, 2010; and
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b)
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shares on December 31, 2011.
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Except as provided in
Section 5, upon Executive’s 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 vested portion of the Option may be
exercised in whole or in 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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six 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.
[Name of Executive]
2009 Stock Option Agreement
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 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
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 be 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 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;
(ii) 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 and agrees that the Option granted pursuant to this
Agreement are in lieu of any other Options for the period 2009
– 2011, and that the Executive is not entitled to receive any
additional stock option awards (other than awards granted in
February, 2009). The Committee reserves the right to make
additional long-term incentive awa
