RED LION HOTELS CORPORATION RESTRICTED STOCK UNIT AGREEMENT NOTICE OF GRANT
EXHIBIT 10
RED LION HOTELS CORPORATION
NOTICE OF GRANT
Red Lion Hotels Corporation (“Red Lion”) is pleased to inform you that you, [ ], have been granted the number of Restricted Stock Units (“ Restri
cted Stock
Units”) indicated below under Red Lion’s 2006 Stock Incentive Plan (the “Plan”) and the terms of
this Restricted Stock Unit Agreement (including the Notice of Grant and Appendix A, all of which
are the “Agreement”). Subject to the provisions of the Agreement and the Plan, the principal
features of this grant are as follows:
Grant Date: |
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Total Number of Restricted Stock Units: |
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Scheduled Vesting:
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25% of the total Restricted Stock Units vest on each anniversary of the Grant Date. | |
Acceptance Deadline:
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You must accept this grant of Restricted Stock Units prior to the Acceptance Deadline, which is sixty (60) days from the Grant Date. |
Except as otherwise provided in the Agreement or by the terms of the Plan, you will not vest
in the Restricted Stock Units unless you remain employed by Red Lion or one of its Affiliates
through the applicable vesting date.
Your acceptance of this grant either by signature below or by electronic acceptance indicates
your understanding that this grant is subject to all of the terms described in this Agreement,
including Appendices A, and the Plan. Important additional information on vesting and forfeiture of
the Restricted Stock Units covered by this grant is contained in paragraphs 3, 4 and 6 of Appendix
A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS OF THIS GRANT.
THIS AGREEMENT MUST BE ACCEPTED BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF RESTRICTED
STOCK UNITS WILL AUTOMATICALLY BE CANCELED.
| RED LION HOTELS CORPORATION | GRANTEE | |||
By: |
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Title: |
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APPENDIX A
TERMS OF RESTRICTED STOCK UNITS
1. Grant. Red Lion hereby grants to you under the Plan the number of Restricted Stock
Units indicated in the Notice of Grant, subject to all of the terms in this Agreement and the Plan.
2. Red Lion’s Obligation to Pay. Unless and until the Restricted Stock Units have
vested in the manner set forth in paragraphs 3 or 4, you will have no right to payment of the
Restricted Stock Units.
3. Vesting Schedule. Except as otherwise provided in this paragraph 3 and paragraph 4
of this Agreement, and subject to paragraph 6, the Restricted Stock Units are scheduled to vest in
accordance with the vesting schedule shown in the Notice of Grant. Restricted Stock Units
scheduled to vest on any date actually will vest only if you remain in Continuous Service with Red
Lion or one of its Affiliates through the applicable vesting date, except to the extent otherwise
provided in this Agreement, in a written agreement between Red Lion and you or in accordance with
the then-applicable written policies of Red Lion. In all instances in which Restricted Stock Units
continue to vest after you cease to be employed by Red Lion or one of its Affiliates, the payment
of such accelerated Restricted Stock Units nevertheless will be made at the same time or times such
Restricted Stock Units would have been paid had they vested in accordance with the vesting schedule
shown in the Notice of Grant.
4. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of some or all of the Restricted Stock Units at any time, subject to the terms of the Plan.
If so accelerated, the Restricted Stock Units will be considered as having vested as of the date
specified by the Administrator. If the Administrator, in its discretion, accelerates the vesting of
any Restricted Stock Units, the payment of the accelerated Restricted Stock Units nevertheless will
be made at the same time or times as if the Restricted Stock Units had vested in accordance with
the vesting schedule shown on the Notice of Grant (whether or not you remain employed by Red Lion
or one of its Affiliates).
5. Payment after Vesting. Any Restricted Stock Units that vest while you remain
employed by Red Lion or one of its Affiliates in accordance with paragraph 3 will be paid to you
(or in the event of your death, to your estate) in shares of Common Stock as soon as
administratively practicable following the date of vesting, subject to paragraph 8. Any Restricted
Stock Units that continue to vest after you cease to be employed by Red Lion or one of its
Affiliates as provided in paragraph 3 or that vest in accordance with paragraph 4 will be paid to
you (or in the event of your death, to your estate) in shares of Common Stock in accordance with
the provision of such paragraphs, subject to paragraph 8. For each Restricted Stock Unit that
vests, you will receive one share of Common Stock.
6. Forfeiture. Except as expressly provided herein, any Restricted Stock Units that
have not vested at the time you cease to be employed by Red Lion or one of its Affiliates will be
forfeited and automatically transferred to and reacquired by Red Lion at no cost to Red Lion.
7. Death. Any distribution or delivery to be made to you under this Agreement will, if
you are then deceased, be made to the administrator or executor of your estate. The administrator
or executor must furnish Red Lion with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to Red Lion to establish the validity of the transfer and compliance with
any applicable laws or regulations.
8. Withholding of Taxes. Regardless of any action Red Lion or the company that employs
you (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the
ultimate
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liability for all Tax-Related Items legally due by you is and remains your responsibility and
that Red Lion and/or the Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the grant of Restricted Stock
Units, including the grant, vesting and lapse of repurchase rights, the subsequent sale of Shares
and/or the receipt of any dividends; and (2) do not commit to structure the terms of the grant or
any aspect of the grant of Restricted Stock Units to reduce or eliminate your liability for
Tax-Related Items. When shares of Common Stock are issued as payment for vested Restricted Stock
Units, you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a
non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. Red Lion or the
Employer is required to withhold from you an amount that is sufficient to pay the minimum federal,
state and local income, employment and any other applicable taxes required to be withheld by Red
Lion or the Employer with respect to the shares of Common Stock issued to you. Red Lion or the
Employer may, in its discretion, meet this withholding requirement in any one or more of the
following ways:
(a) by withholding or selling a portion of the shares that otherwise would be paid out for
your vested Restricted Stock Units;
(b) by withholding the amount necessary to pay the applicable taxes from your paycheck, with
no withholding of shares;
(c) by requiring you to make alternate arrangements to meet the withholding obligation; or
(d) such other method as Red Lion or the Administrator may elect in compliance with local law.
No payment of shares will be made to you (or your estate) for Restricted Stock Units unless and
until satisfactory arrangements (as determined by Red Lion) have been made by you to fulfill Red
Lion’s (or the Employer’s) obligation to withhold or collect any income and other taxes with
respect to the Restricted Stock Units. By accepting this grant, you expressly consent to and
authorize the withholding of Shares and to any additional (or alternative) cash withholding as
provided for in this paragraph 8. All income and other taxes related to the Restricted Stock Unit
award and any shares delivered in payment thereof are your sole responsibility.
9. Nature of Grant. In accepting the offer to acquire Shares, you acknowledge that:
(a) the Plan is established voluntarily by Red Lion, it is discretionary in nature and it may be
modified, amended, suspended or terminated by Red Lion at any time, unless otherwise provided in
the Plan and this Agreement; (b) the grant of Restricted Stock Units is voluntary and occasional
and does not create any contractual or other right to receive future grants of Restricted Stock
Units, or benefits in lieu of such grants even if Restricted Stock Units have been granted
repeatedly in the past; (c) all decisions with respect to future Restricted Stock Unit grants, if
any, will be at the sole discretion of Red Lion; (d) you are voluntarily participating in the Plan;
(e) the grant of Restricted Stock Units is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to Red Lion or the Employer, and which
is outside the scope of your employment contract, if any; (f) the Restricted Stock Units are not
part of normal or expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments; and (g) the future value
of the shares of Common Stock issuable under this Agreement is unknown and cannot be predicted with
certainty.
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10. Address for Notices. Any notice to be given to Red Lion under the terms of this
Agreement must be addressed to Red Lion, in care of its General Counsel, 000 X. Xxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, XX 00000, or at such other address as Red Lion may hereafter designate in
writing.
11. Grant is Not Transferable. Except to the limited extent provided in paragraph 7
above, this grant (and the associated rights and privileges) cannot be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or of any associated right or
privilege, or upon any attempted sale under any execution, attachment or similar process, this
grant and the associated rights and privileges will immediately become null and void.
12. Restrictions on Sale of Securities. The shares of Common Stock issued as payment
for vested Restricted Stock Units will be registered under the U.S. federal securities laws and
will be freely tradable upon receipt. However, your subsequent sale of the shares will be subject
to any market blackout-period that may be imposed by Red Lion and must comply with Red Lion’s
xxxxxxx xxxxxxx policies, and any other applicable securities and other laws.
13. Delay in Payment. Notwithstanding any other part of this Agreement, any Restricted
Stock Unit otherwise payable to you pursuant to this Agreement will not be paid during the
six-month period following your termination of employment unless Red Lion determines, in its good
faith judgment, that the payment would not cause you to incur an additional tax under Section 409A
of the Code and any temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder (“Section 409A”). If the payment of any amounts are delayed as a result of the previous
sentence, any Restricted Stock Unit otherwise payable to you during the six (6) months following
your termination will accrue during such six-month period and will become payable in shares of
Common Stock on the date six (6) months and one (1) day following the date of your termination.
14. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
15. Conditions for Issuance of Certificates for Stock. Any shares of Common Stock
deliverable to you may be either previously authorized but unissued shares or issued shares that
have been reacquired by Red Lion. Red Lion will not be required to issue any certificate or
certificates for shares hereunder prior to fulfillment of all the following conditions: (a) the
admission of the shares to listing on all stock exchanges on which the stock is listed; (b) the
completion and continued effectiveness of any registration or other qualification of the shares
under any U.S. state or federal law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body that the Administrator shall, in its
absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other
clearance from any U.S. state or federal governmental agency or any other governmental regulatory
body that the Administrator shall, in its absolute discretion, determine to be necessary or
advisable; and (d) the lapse of a reasonable period of time following the date of vesting or other
scheduled payout of the Restricted Stock Units as the Administrator may establish from time to time
for reasons of administrative convenience.
16. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between this Agreement and the Plan, the Plan will govern. Capitalized
terms used and not defined in this Agreement will have the meaning set forth in the Plan.
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17. Captions. Captions used in this Agreement are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
18. Agreement Severable. In the event that any provision in this Agreement is held
invalid or unenforceable, the provision will be severable from, and the invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.
19. Entire Agreement. This Agreement constitutes the entire understanding of the
parties on the subjects covered. You expressly warrant that you are not executing this Agreement in
reliance on any promises, representations, or inducements other than those contained in the
Agreement.
20. No Effect on Employment or Service. YOU FURTHER ACKNOWLEDGE THAT NOTHING IN THIS
AGREEMENT CONSTITUTES A CONTRACT OF EMPLOYMENT AND THAT YOU AND RED LION, INCLUDING ITS
SUBSIDIARIES AND AFFILIATES, EACH RESERVES THE RIGHT TO TERMINATE THE EMPLOYMENT OR SERVICE
RELATIONSHIP AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE,
WHEREVER ALLOWED BY LOCAL LAWS.
21. Notice of Governing Law. This grant of Restricted Stock Units is governed by, and
will be construed in accordance with, the laws of the State of Washington without regard to
principles of conflict of laws. For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties evidenced by this grant or the Agreement, the
parties agree to submit to and consent to the exclusive jurisdiction of the State of California and
agree that such litigation will be conducted only in the courts of Spokane County, Washington, or
the federal courts for the United States for the Eastern District of Washington, and no other
courts, where this grant is made and/or to be performed.
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