0001017022-05-000016 Sample Contracts

CNL HOTELS & RESORTS, INC.
Stock Award Agreement • March 22nd, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec

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.

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CNL HOTELS & RESORTS, INC.
Stock Award Agreement • March 22nd, 2005 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Maryland

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.

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