Comprehensive Stock Plans. (a) Sunburst Hospitality Corporation Non-Employee Director Stock ------------------------------------------------------------ Option and Deferred Compensation Stock Purchase Plan. ----------------------------------------------------
(i) Continuation of Sponsorship of Sunburst Hospitality Corporation --------------------------------------------------------------- Non-Employee Director Stock Option and Deferred Compensation Stock Purchase --------------------------------------------------------------------------- Plan. On the Distribution Date, Sunburst shall retain (or shall cause a ---- Retained Subsidiary to assume) sole responsibility for all liabilities and obligations under the Sunburst Hospitality Corporation Non-Employee Director Stock Option and Deferred Compensation Stock Purchase Plan for all non-employee directors of Sunburst after the Distribution Date through the issuance of Conversion Awards, subject to the stock adjustment provisions described in Section 2.04(e)(iii) and Section 2.04(e)(iv) below and the election procedures described in Section 2.04(e)(v) below, and Choice shall have no liability or obligation with respect thereto. Notwithstanding the above, on the Distribution Date, any continuing Director of Sunburst who becomes a member of the Board of Directors of Choice as of the Distribution Date and who holds an option to acquire Sunburst Common Stock under the Sunburst Hospitality Corporation Non- Employee Director Stock Option and Deferred Compensation Stock Purchase Plan will receive a Conversion Award in exchange for such Sunburst Stock Options (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such Sunburst Stock Options, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Sunburst Common Stock and options to acquire Choice Common Stock based upon the relative trading values of Sunburst and Choice on the Distribution Date.
(ii) Establishment of Choice Hotels International, Inc. Non-Employee --------------------------------------------------------------- Director Stock Option and Deferred Compensation Stock Purchase Plan. Effective ------------------------------------------------------------------- as of the Distribution Date, Choice shall take, or cause to be taken, all action necessary and appropriate to establish and administer a new non-employee director stock option and deferred compensation stock purchase plan named the ...
Comprehensive Stock Plans. (a) Manor Care, Inc. Non-Employee Director Stock Option and Deferred Compensation Stock Purchase Plan.
(i) Continuation of Sponsorship of Manor Care, Inc. Non-Employee Director Stock Option and
