Re: Performance Awards Plan/Award AgreementPerformance Awards Agreement • May 15th, 2006 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
Pursuant to the Hard Rock Hotel, Inc. Performance Awards Plan (as presently in effect, and as it may be amended from time to time hereafter, the “Plan”) and this Award Agreement (this “Agreement”), Hard Rock Hotel, Inc., a Nevada corporation (the “Corporation”), hereby awards to Kevin Kelley (“Participant”) the number of Plan performance units (“Units”) specified in Section 1 below. Units are granted to Participant subject to the restrictions, terms, conditions and vesting schedule set forth herein and in the Plan and are in all respects qualified, limited and conditioned by the Plan. In the event of any conflict or inconsistency between this Agreement and the Plan, the terms of the Plan shall govern. Capitalized terms which are not defined herein have the meaning specified in the Plan. A copy of the Plan will be provided to Participant upon request or may be reviewed by Participant at the Corporation’s executive offices during regular business hours. All references herein to “Sections
AGREEMENT AND PLAN OF MERGER Dated as of May 11, 2006 by and among MORGANS HOTEL GROUP CO., MHG HR ACQUISITION CORP., HARD ROCK HOTEL, INC. and PETER A. MORTONMerger Agreement • May 15th, 2006 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 11, 2006, is by and among HARD ROCK HOTEL, INC., a Nevada corporation (the “Company”), PETER A. MORTON, an individual (solely with respect to Sections 4.18(b) and 6.3 and Article IX), MORGANS HOTEL GROUP CO., a Delaware corporation (“Parent”), and MHG HR ACQUISITION CORP., a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
