CNL HOTELS & RESORTS, INC.
Exhibit
99.1
CNL
HOTELS & RESORTS, INC.
2004
OMNIBUS LONG-TERM INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the 2004 Omnibus Long-Term
Incentive Stock Plan shall have the same defined meanings in this Stock Award
Agreement.
I.
NOTICE
OF STOCK AWARD
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Name:
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Address:
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The
Participant named above has been granted an Award of fully vested shares of
Common Stock of the Company (“Shares”),
subject to the terms and conditions of the Plan and this Stock Award Agreement,
as follows:
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Date
of Grant:
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Total
Number of Shares Granted:
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II.
AGREEMENT
1. Grant
of Award. Pursuant
to its authority under the Plan, the Committee, on behalf of the Company, hereby
grants to the Participant named in the Notice of Stock Award (the “Participant”), the
number of Shares set forth in the Notice of Stock Award, subject to the terms
and conditions of this Stock Award Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 13 of the Plan, in the event of
a conflict between the terms and conditions of the Plan and this Stock
Award Agreement, the terms and conditions of the Plan shall
prevail.
2. Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the Shares, notwithstanding the
grant of this Award. The Shares shall be issued to the Participant as soon as
practicable after the date of grant. No adjustment shall be made for a dividend
or other right for which the record date is prior to the date of issuance except
as provided in Section 9 of the Plan.
3. Lock-Up
Period. As a condition to the grant of the Shares, the Participant shall not
be permitted to offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or
enter into any swap, hedging or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Participant (other than those
included in the registration) for a period specified by the representative of
the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of any
registration statement of the Company filed under the Securities
Act.
As a
condition to the grant of the Shares, Participant shall be required to execute
and deliver such other agreements as may be reasonably requested by the Company
or the underwriter which are consistent with the foregoing or which are
necessary to give further effect thereto. In addition, if requested by the
Company or the representative of the underwriters of Common Stock (or other
securities) of the Company, Participant shall provide, within ten (10) days
of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the
Company’s securities pursuant to a registration statement filed under the
Securities Act. The obligations described in this Section shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or
Form S-8 or similar forms that may be promulgated in the future, or a
registration relating solely to a Rule 145 transaction on Form S-4 or
similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period. Any transferee of the shares shall be
bound by this Section.
4. Tax
Consultation.
Participant may suffer adverse tax consequences as a result of Participant’s
receipt or disposition of the Shares. Participant shall consult with any tax
consultants Participant deems advisable in connection with the receipt or
disposition of the Shares and shall not be entitled to relying on the Company
for any tax advice.
5. Restrictive
Legends and Stop-Transfer Orders.
(a) Legends. The
Company may cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
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THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF AN
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE
MANAGING UNDERWRITER.
(b) Stop-Transfer
Notices. In order
to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) Refusal
to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
6. Successors
and Assigns. The
Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Stock Award Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Stock Award Agreement shall be binding upon Participant
and his or her heirs, executors, administrators, successors and
assigns.
7. Interpretation.
Any dispute regarding the interpretation of the Plan or this Stock Award
Agreement shall be submitted by Participant or by the Company forthwith to the
Committee which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on all
parties.
8. Agreement
of Participants Relating to Stock Awards. The
grant of Shares pursuant to this Stock Award Agreement is conditioned upon
Participant’s execution of an Agreement of Participant Relating to Stock Awards
acknowledging and agreeing to the terms and conditions of this Stock Award
Agreement and the Plan.
9. Entire
Agreement. The Plan
is incorporated herein by reference. This Stock Award Agreement, the Plan, and
the Agreement of Participant Relating to Stock Award Agreements, constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Participant with respect to the subject matter hereof, and may not be
modified adversely to the Participant’s interest except by means of a writing
signed by the Company and Participant.
10. Governing
Law. This
Stock Award Agreement is governed by the internal substantive laws but not the
choice of law rules of the State of Maryland.
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11. No
Guarantee of Continued Service.
This Stock
Award Agreement and the transactions contemplated hereunder do not constitute an
express or implied promise of continued engagement of Participant as a Service
Provider, for any period, or at all, and shall not interfere in any way with
Participant’s right or the company’s right to terminate Participant’s
relationship as a Service Provider at any time, with or without
cause.
On
behalf of the Committee
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By
