STRATEGIC HOTEL CAPITAL, INC. STOCK UNIT AWARD AGREEMENT
Exhibit 10.22
STRATEGIC HOTEL CAPITAL, INC.
We are pleased to inform you that you have been awarded by Strategic Hotel Capital, Inc. (the “Company”) a stock unit award (the “Stock Unit Award”).
The terms of the Stock Unit Award are as set forth in this Stock Unit Award Agreement (“Agreement”). The Stock Unit Award Agreement is granted under the Strategic Hotel Capital, Inc. 2004 Incentive Plan (“Plan”) and, except as expressly provided otherwise herein, is limited by and subject to the express terms and conditions of the Plan, a copy of which is attached. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The basic terms of the Stock Unit Award are summarized as follows:
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Conversion of Stock Units into Shares of Common Stock
Stock Units shall be converted into shares of Common Stock and distributed to you on or as soon as administratively feasible following six months after you cease to be a director of the Company.
Dividends
You shall be credited with dividend equivalents with respect to your Stock Units under this Agreement. The Committee, in its sole discretion, may determine the form of payment of dividend equivalents, including cash, shares of Common Stock or Stock Units.
No Rights as Shareholder
You shall not have voting or any other rights as a shareholder of the Common with respect to the Stock Units. Upon conversion of the Stock Units into shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.
Securities Law Compliance
Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon the conversion of Stock Units unless such shares are registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares of Common Stock must also comply with other applicable laws and regulations governing the shares, and you may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.
Transfer Restrictions
Restrictions on Transfer of Unvested Shares. Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntarily or by operation of law, directly or indirectly, of Stock Units shall be strictly prohibited and void, provided that such
restrictions on transfer will not apply to a gratuitous transfer of the Stock Units, provided, and only if, you obtain the Committee’s prior written consent to such transfer.
Market Standoff. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you and any transferee agree not to sell, make any short sale of, loan, hypothecate, pledge, assign, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to, any shares of Common Stock acquired upon the conversion of Stock Units if so requested by the underwriter. Such limitations will be in effect for such period of time as may be requested by the underwriter.
Independent Tax Advice
You acknowledge that determining the actual tax consequences to you of receiving Stock Units or shares of Common Stock or disposing of Stock Units or shares of Common Stock may be complicated. These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Stock Units or shares of Common Stock. Prior to executing this Agreement, you either have consulted with a competent tax advisor independent of the Company to obtain tax advice concerning Stock Units and shares of Common Stock in light of your specific situation or have had the opportunity to consult with such a tax advisor but chose not to do so.
Withholding and Disposition of Shares
To the extent withholding tax obligations may become applicable, you agree to make arrangements satisfactory to the Employer for the payment of any federal, state, local or foreign withholding tax obligations that arise with respect to this Stock Unit Award, including, without limitation, the receipt of shares of Common Stock. Notwithstanding the previous sentence, you acknowledge and agree that the Employer has the right to deduct from payments of any kind otherwise due to you any federal, state or local taxes of any kind required by law to be withheld with respect this Stock Unit Award, including, without limitation, the receipt of shares of Common Stock.
General Provisions
No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.
Undertaking. You hereby agree to take whatever additional action and execute whatever additional documents the Committee may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you, the Stock Units or the shares acquired upon conversion of the Stock Units pursuant to the express provisions of this Agreement.
Agreement Is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof.
Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.
No Service Contract. This Agreement does not confer upon you any right with respect to continuance of service with the Employer, nor does it interfere in any way with the right of the Employer to terminate your services.
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument.
Governing Law. This Agreement will be construed and administered in accordance with and governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year indicated above on the first page of this Agreement as the Grant Date.
| STRATEGIC HOTEL CAPITAL, INC. | ||
| By: | ||
| Its: | ||
| [Name of Grantee] | ||
