EX-10.63



 Exhibit 10.63 

FORM OF RSU AGREEMENT (OFFICERS AND EMPLOYEES) 

MORGANS HOTEL GROUP CO. 

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the
“Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the
Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”). 
 Grant Date:
                             , 200     

Name of Grantee:
                                        
State of Residence:                                  

Grantee’s Social Security Number:
            -            -             

Number of Restricted Stock Units (RSUs) Covered by Grant:
                     
 Vesting Start Date:
                         

Vesting Schedule: 
  

			
	 	  	Number of RSUs that vest, as
	 	  	a fraction of the number of
	 Vesting Date
	  	 RSUs granted

	[The 1 year anniversary of the Vesting Start Date	  	1/3
	The 2 year anniversary of the Vesting Start Date	  	1/3
	The 3 year anniversary of the Vesting Start Date	  	1/3]

 By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement
and in the Plan (a copy of which will be provided on request). 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
terms of the Plan. 
  

							
	Grantee:	 	  
	  	
		 		  	(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 

RESTRICTED STOCK UNIT AGREEMENT 
  

			
	Restricted Stock Unit Transferability	  	This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (“Restricted Stock Units”). Your Restricted Stock Units may not be transferred in
any manner other than by will, by laws of descent and distribution, by instruments to an inter vivos testamentary trust or by gift to Family Members, which shall include for purposes of this Agreement a family limited partnership or any similar
entity which is primarily for your benefit or for your Family Members and only to the extent that such Restricted Stock Units are vested. These terms shall be binding upon your executors, administrators, successors and assigns.
		
	Definitions	  	Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
		
	Vesting	  	Your Restricted Stock Unit grant vests as to the number of Stock Units indicated in the vesting schedule on the cover sheet, on the Vesting Dates shown on the cover sheet, provided you are in Service on the Vesting Date and meet the
applicable vesting requirements set forth on the cover sheet. No additional Stock Units will vest after your Service has terminated for any reason.
		
	Book Entry of Stock Pursuant to Vested Units	  	A book entry for the vested shares of Stock represented by the Restricted Stock Units will be made for you and the shares will be credited to your account with the plan administrator by the Company within three (3) days of the
applicable anniversary of the Vesting Date; provided, that, if such Vesting Date occurs during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell Stock in the open market or (ii) are restricted from selling
Stock in the open market because a trading window is not available, transfer of such vested shares will be delayed until the date immediately following the expiration of the lock-up agreement or the opening of a trading window but in no event beyond
2 1⁄2 months after the end of the calendar year in which the shares would have been otherwise
transferred.


  
 - 2 - 









			
		
	Forfeiture of Unvested Units	  	In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not
lapsed.
		
	Death	  	If your Service terminates because of your death, then your Restricted Stock Units shall become 100% vested.
		
	Disability	  	If your Service terminates because of your Disability, then your Restricted Stock Units shall become 100% vested.
		
	Leaves of Absence	  	 For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by
the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee
leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

 
 The Company determines, in its sole discretion, which leaves count for this purpose, and
when your Service terminates for all purposes under the Plan.

		
	Withholding Taxes	  	You agree, as a condition of this grant, that you will make acceptable arrangements, which must be consistent with and permitted by the rules and regulations established by the Company and the plan administrator, to pay any
withholding or other taxes that may be due as a result of vesting in Restricted Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment
is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, or (ii) cause an immediate forfeiture of shares of Stock subject to the Restricted Stock Units granted pursuant to
this Agreement in an amount equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules and regulations, the Company may permit you to pay the withholding or other
taxes due as a result of the vesting of your Restricted Stock Units by delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker selected by the Company to sell shares of Stock and to deliver all or
part of the sales proceeds to the Company in payment of the withholding taxes.


  
 - 3 - 









			
		
	Corporate Transaction	  	 Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested
(i) if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the 12-month period following the consummation of the
Corporate Transaction. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service.

 
 “Involuntary Termination” means termination of your Service by reason of (i)
your involuntary dismissal by the Company or its successor for reasons other than Cause; or (ii) your voluntary resignation for Good Reason as defined in any applicable employment or severance agreement, plan, or arrangement between you and the
Company, or if none, then as set forth in the Plan following (x) a substantial adverse alteration in your title or responsibilities from those in effect immediately prior to the Corporate Transaction; (y) a material reduction in your annual base
salary as of immediately prior to the Corporate Transaction (or as the same may be increased from time to time) or a material reduction in your annual target bonus opportunity as of immediately prior to the Corporate Transaction; or (z) the
relocation of your principal place of employment to a location more than 35 miles from your principal place of employment as of the Corporate Transaction or the Company’s requiring you to be based anywhere other than such principal place of
employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations as of immediately prior to the Corporate Transaction. To qualify as an
“Involuntary Termination” you must provide notice to the Company of any of the foregoing occurrences within 90 days of the initial occurrence and the Company shall have 30 days to remedy such occurrence.

		
	Retention Rights	  	This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any
reason.


  
 - 4 - 









			
		
	Shareholder Rights	  	You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on
outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment
date, subject to vesting and delivered at the same time as the Restricted Stock Unit.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) 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.
		
	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
these Restricted Stock Units, 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 are employed, including, with
respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

		
	Consent to Electronic Delivery	  	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this 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 receive, the Company would be pleased to provide copies.


  
 - 5 - 









			
		
	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.
		
	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 grant of Restricted Stock Units. Any prior
agreements, commitments or negotiations concerning this grant are superseded.


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


  
 - 6 -