MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.62
FORM OF RSU AGREEMENT (DIRECTORS)
AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
Grant Date: , 200
Name of Grantee: State of Residence:
Grantee’s Social Security Number: - -
Number of Restricted Stock Units (RSUs) Covered by Grant:
Vesting Schedule: 100% vested on Grant Date
By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan (a copy of which will be provided on request). 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 terms of the Plan.
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This is not a stock certificate or a negotiable instrument.
AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
| Restricted Stock Unit Transferability | This grant is an award of stock units in the number of units set forth on the cover sheet (“Restricted Stock Units”). Your Restricted Stock Units may not be transferred in any manner other than by will, by laws of descent and distribution, by instruments to an inter vivos testamentary trust or by gift to Family Members, which shall include for purposes of this Agreement a family limited partnership or any similar entity which is primarily for your benefit or for your Family Members. These terms shall be binding upon your executors, administrators, successors and assigns. | |
| Definitions | Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. | |
| Book Entry of Stock Pursuant to Vested Units | A book entry for the vested shares of Stock represented by the Restricted Stock Units will be made for you and the shares will be credited to your account with the plan administrator by the Company upon the termination of your Service; provided, that, if such date occurs during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell Stock in the open market or (ii) are restricted from selling Stock in the open market because a trading window is not available, transfer of such vested shares will be delayed until the date immediately following the expiration of the lock-up agreement or the opening of a trading window but in no event beyond 2 1⁄2 months after the end of the calendar year in which the shares would have been otherwise transferred. | |
| Retention Rights | This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. | |
| Shareholder Rights | You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been delivered to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. | |
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| Adjustments | In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. | |
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | |
| Data Privacy | In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
By accepting these Restricted Stock Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. | |
| Consent to Electronic Delivery | The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. | |
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| Electronic Signature | All references to signatures and delivery of documents in this Agreement can be satisfied by procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents, including this Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan. | |
| The Plan | The text of the Plan is incorporated in this Agreement by reference.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. | |
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
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