EXHIBIT 6
XXXXXX HOTELS CORPORATION
1993 NONSTATUTORY DIRECTOR STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the 27
day of November, 1996, by and between XXXXXX HOTELS CORPORATION,
a New York corporation having its executive offices at Xxx
Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx International Airport,
Rochester, New York 14624 (herein referred to as the "Company"),
and Xxxx X. Xxxx, (herein referred to as the "Optionee").
WITNESSETH:
1. Grant of Option. The Company hereby grants to the
Optionee an option to purchase an aggregate of 27,000 shares of
the voting common stock of the Company (herein referred to as the
"Shares") at a price of $6.375 per share, which is the fair
market value of the stock on the day that this option is was
authorized by the Compensation Committee. The option shall expire
on the tenth anniversary of the date first written above. This
option is granted under the XXXXXX HOTELS CORPORATION 1993
Nonstatutory Director Stock Option Plan (hereinafter referred to
as the "Plan").
2. Vesting Schedule. This option may be exercised
at any time or from time to time as to all or any part of the
Shares then available for exercise. The Shares shall become
available for exercise as follows:
One-third (1/3) of the Shares shall become
available for exercise immediately;
One-third (1/3) of the Shares shall become
available for exercise on the 1st
anniversary of the option date;
One-third (1/3) of the Shares shall become
available for exercise on the 2nd anniversary
of the option date.
3. Manner of Exercise. In order for this option to be
exercised, in whole or in part, the Optionee shall give written
notice to the Company at its principal office, specify the number
of Shares to be purchased and the purchase price being paid, and
accompany such notice with payment in full of the option price,
and the withholding tax, if any, as determined by the Company
under paragraph 12 hereof, by cash, certified check or a bank
check payable to the order of the Company. Alternatively, the
Optionee may pay for the Shares, in whole or in part, by the
delivery of Shares already owned by the Optionee which will be
accepted in exchange for their value on the date of exercise.
Certificates representing the Shares purchased by the Optionee
shall be issued as soon as practicable after the Optionee has
complied with the terms of this Section 3.
4. Death of Optionee. In the event that the Optionee shall die
prior to the complete exercise of this option, the vested portion
of any remaining option grant may be exercised in whole or in
part within ninety (90) days after the date of the Optionee's
death and then only: (i) by the Optionee's estate or by or on
behalf of such person or persons to whom the Optionee's rights
pass under the Optionee's Will or the laws of descent and
distribution; and (ii) prior to the expiration of the term of the
option.
5. Disability. In the event that the Optionee shall
become permanently and totally disabled (within the meaning of
Section 22(e)(3) of the Internal Revenue Code) while an employee
of the Company and prior to the complete exercise of this option,
the vested portion of any remaining option grant may be exercised
in whole or in part within six (6) months following the date the
Optionee is determined to have become permanently and totally
disabled.
6. Termination of Qualifying Status. The Optionee
shall have the right to exercise the vested portion of this
Option only while he is a director of the Company, and for a
period of ninety (90) days following the termination of his
relationship for reasons other than fraud, dishonesty, or
disloyalty to the Company. For the purposes of this Section, a
relationship with the Company shall be deemed to continue during
the period when the Optionee is on military duty, sick leave, or
other bona fide leave of absence if the period of such leave does
not exceed ninety (90) days, or, if longer, so long as a statute
or contract guarantees the Optionee's right to reemployment with
the Company. When the period of leave exceeds ninety (90) days
and the Optionee's right to re-employment is not guaranteed
either by statute or contract, the relationship will be deemed to
have terminated on the ninety-first (91) day of such leave.
7. Compliance With Securities Laws. The written notice
by which Optionee shall exercise this option shall contain
representations on behalf of the Optionee that the Optionee
acknowledges that the Company is selling or distributing Shares
to the Optionee under a claim of exemption from registration
under the Securities Act of 1933, as amended, (hereinafter
referred to as the "Act"), as a transaction not involving any
public offering; that the Optionee represents and warrants that
the Optionee is acquiring such Shares with a view to investment
and not with a view to distribution or resale; and that the
Optionee agrees not to make any sale or other distribution or
disposition of such Shares unless (i) a registration statement
with respect to such Shares shall be effective under the Act,
together with proof satisfactory to the Company that there has
been compliance with applicable state law, or (ii) the Company
shall have received an opinion of counsel satisfactory to it that
no violation of the Act or applicable state law will be involved
in such transfer. The Company shall include on any certificate
for Shares issued under the Plan such legend restricting the
transfer thereof as it may deem appropriate to comply with any
requirement established by law or by the rule of any stock
exchange. At least six (6) months must elapse from the date of
acquisition of each option to the date of disposition of the
option (other than upon exercise or conversion) or of the Shares
acquired through exercise of the option.
8. Adjustment to Number of Shares. The number and
kind of Shares subject to this option and the option price shall be
proportionately adjusted by the Compensation Committee of the Board
for any increase, decrease, or change in the total outstanding
common voting stock of the Company resulting from a stock
dividend, recapitalization, merger, consolidation, split-up,
combination, exchange of Shares or similar transaction (but not by
reason of the issuance or purchase of common voting stock by the
Company in consideration for money, services or property or by
reason of the conversion of convertible stock to common voting
stock).
9. Rights as Shareholder. The Optionee shall have no
rights as a Shareholder with respect to the Shares purchased by
the Optionee pursuant to an exercise of this option until the
date of the written exercise of the option from Optionee to the
Company. No adjustment shall be made for dividends or for
distributions of any other kind with respect to Shares for which
the record date is prior to the date of the written exercise of
the option from Optionee to the Company.
10. Non-Assignability. This option shall be
exercisable during Optionee's lifetime only by the Optionee, and
shall not be assignable or transferable by the Optionee, whether
voluntarily or by operation of law, except as provided in Section
4 of this Agreement. Any attempt to assign or transfer this
option, except as provided in Section 4, shall be void.
11. Dissolution, Merger or Reorganization of Company.
In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the
surviving corporation; or (3) other capital reorganization in
which more than fifty percent (50%) of the shares of the Company
entitled to vote are exchanged, any outstanding options hereunder
shall terminate except: (i) when another corporation shall assume
such options or substitute new options therefore; and (ii) the
Compensation Committee of the Board shall have the discretion and
power in any such event to determine, and to make effective
provisions therefore, that Optionee may exercise this option for
such number of shares, not exceeding the total number specified
by the option, as the Compensation Committee may determine and/or
that any outstanding options shall continue in full force and
effect.
12. Tax Withholding. The Company shall have the right
to deduct or otherwise effect a withholding of any amount
required by federal or state laws to be withheld with respect to
the grant, exercise, or surrender of any option, or the sale of
Shares acquired upon the exercise of an option, in order for the
Company to obtain a tax deduction otherwise available as a
consequence of such grant, exercise, surrender or sale, as the
case may be. Under appropriate circumstances, such right shall
include the right to receive payment from the Optionee of the
required withholding amount.
13. Stock Option Plan. All the terms and provisions
of the Plan, a copy of which is attached hereto, are hereby
expressly incorporated into this Agreement and made a part
hereof as if printed herein.
14. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed on its behalf by its duly authorized officer, and the
Optionee has hereunto set his hand, the day and year written
above.
XXXXXX HOTELS CORPORATION
By:
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Title:
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Xxxx. X. Xxxx
