CNL HOTELS & RESORTS, INC.
Exhibit
99.2
CNL
HOTELS & RESORTS, INC.
2004
OMNIBUS LONG-TERM INCENTIVE STOCK PLAN
AGREEMENT
OF PARTICIPANT RELATING TO STOCK AWARD AGREEMENTS
The
undersigned (the “Participant”) hereby acknowledges that he or she may from time
to time be granted awards (the “Awards”) of shares (the “Shares”) of common
stock of CNL Hotels & Resorts, Inc., formerly known as CNL Hospitality
Properties, Inc. (the “Company”), pursuant to the terms of the Company’s 2004
Omnibus Long-Term Incentive Stock Plan (the “Plan”) and a Stock Award Agreement
substantially in the form attached as Exhibit A hereto (the “Stock Award
Agreement”) for their services as members of the Company’s Board of Directors.
The
Participant hereby acknowledges and agrees that any Awards shall be subject to
and conditioned upon the terms and conditions set forth in the Stock Award
Agreement and that the Participant shall be bound by, and comply with, all of
those terms and conditions.
The
Participant understands that he or she may suffer adverse tax consequences as a
result of the Participant’s receipt or disposition of the Shares. The
Participant represents that he or she has consulted with any tax consultants
that the Participant deems advisable in connection with the receipt or
disposition of the Shares and that the Participant is not relying on the Company
for any tax advice.
The
Participant acknowledges receipt of a copy of the Plan, and represents that he
or she has reviewed the Plan and the Stock Award Agreement, as well as this
Agreement, in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement, and fully understands all of the
provisions of this Agreement and the Stock Award Agreement, and the provisions
of the Plan as they relate to the Award. The Participant hereby agrees to accept
as binding, conclusive and final all decisions and interpretations of the
Committee under the Plan upon any questions arising under the Plan, the Stock
Award Agreement or this Agreement. The Participant further agrees to notify the
Company upon any change in his or her residence address indicated below.
Participant
______________________________________
Signature
______________________________________
Print
Name
Residence
Address
______________________________________
______________________________________
Date____________________
