EX-10.64



 Exhibit 10.64 

FORM OF STOCK OPTION AGREEMENT (DIRECTORS) 

Option No.:                     

 MORGANS HOTEL GROUP CO. 

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN 

NON-QUALIFIED STOCK OPTION AGREEMENT 

Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value,
(the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan
(the “Plan”). 
 Grant Date:
                                , 200     

Name of Optionee:
                                         
                                         
               
 Optionee’s Employee Identification Number:
            -            -             

Number of Shares Covered by Option: ______________ 

Option Price per Share:
$            .         (At least 100% of Fair Market Value) 

Vesting Start Date:
                                ,
         
 By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be
inconsistent with the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. 
  

							
	 Optionee:
	 	  
	  	
		 		  	(Signature)	  	
			
	Company:	 	  
	  	
		 		  	(Signature)	  	
		 		  		  	
		 	Title:	  	  
	  	

 This is not a stock certificate or a negotiable instrument. 







 MORGANS HOTEL GROUP CO. 

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN 

NON-QUALIFIED STOCK OPTION AGREEMENT 
  

			
	Non-Qualified Stock Option	  	This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
		
	Vesting	  	 This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding
sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the
procedures set forth in the Plan and below in this Agreement.
  
 Your right to the Stock
under this Agreement vests as to [one-third (1/3rd) of the total number of shares of Stock covered by this grant, as shown on the cover sheet, each year on each of the first three one-year anniversaries of the Vesting Start Date], provided you then
continue in Service. The resulting aggregate number of vested shares will be rounded down to the nearest whole number, and you cannot vest in more than the number of shares covered by this option.

 
 No additional shares of Stock will vest after your Service has terminated for any
reason.

		
	Term	  	Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates,
as described below.
		
	Regular Termination	  	If your Service terminates for any reason, other than death, Disability or Cause, then your option will expire at the close of business at Company headquarters on the 90th day after your termination date.
		
	Termination for Cause	  	If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.


  
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	Death	  	 If your Service terminates because of your death, then your option will expire at the close of business at Company headquarters on the date
twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option.
  

In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your
death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up
to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option.

		
	Disability	  	If your Service terminates because of your Disability, then your option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address
given on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (e.g. in your name only or in your and your
spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
  

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.

		
	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made
in one (or a combination) of the following forms:
  
 • Cash, your personal check, a
cashier’s check, a money order or another cash equivalent acceptable to the Company.
  

• Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective
date of the option exercise, will be applied to the option price.
  
 • By delivery
(on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any
withholding taxes.



  
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	Withholding Taxes	  	You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock acquired under this option. In the
event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from
you, or withhold such amounts from other payments due to you from the Company or any Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding
obligation, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate
Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
		
	Corporate Transaction	  	Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will become 100% vested if it is not assumed, or equivalent options are not substituted for the options, by the
Company or its successor. If assumed or substituted for, the option will expire one year after the date of termination.
		
	Transfer of Option	  	 During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may
exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however,
dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.
  

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company
obligated to recognize your spouse’s interest in your option in any other way.

		
	Retention Rights	  	Neither your option nor this Agreement give you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserve the right to
terminate your Service at any time and for any reason.


  
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	Shareholder Rights	  	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or
other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down to the nearest whole number) pursuant
to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction.
		
	The Plan	  	 The text of the Plan is incorporated in this Agreement by reference.
  

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or
negotiations concerning this option are superseded.

		
	Data Privacy	  	 In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information
provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed
appropriate by the Company to facilitate the administration of the Plan.
  
 By accepting
this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect
to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.



  
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	Consent to Electronic Delivery	  	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to
you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies.
		
	Electronic Signature	  	All references to signatures and delivery of documents in this Agreement can be satisfied by procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such
documents, including this Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide
administrative services related to the Plan.

 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.


  
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