EX-10.5



 Exhibit 10.5 

STRATEGIC HOTELS & RESORTS, INC. 
 SECOND AMENDED AND RESTATED 2004 INCENTIVE PLAN 
 STOCK UNIT AWARD
AGREEMENT 
 We are pleased to inform you that you have been awarded by Strategic Hotels & Resorts, Inc. (the
“Company”), a stock unit award (the “Stock Unit Award”). 
 The terms of the Stock Unit Award are as set
forth in this Stock Unit Award Agreement (“Agreement”). The Stock Unit Award Agreement is granted under the Strategic Hotels & Resorts Second Amended and Restated 2004 Incentive Plan (“Plan”) and, except as expressly
provided otherwise herein, is limited by and subject to the express terms and conditions of the Plan, a copy of which has been made available to you. Capitalized terms that are not defined in this Agreement have the meanings given to them in the
Plan. The basic terms of the Stock Unit Award are summarized as follows: 
  

					
	 Grant Date:
	  	 	February 21, 2012	  
	 Number of Units:
	  			
		  	  
	  
	 

 1. Vesting 
 (a) The Stock Unit Award is subject to forfeiture upon termination of your employment or service relationship with the Employer as described below. The Stock Unit Award will vest and no longer be subject
to forfeiture on the dates set forth below (each a “Vesting Date”) according to the following schedule: 
  

					
	 Date at Which Portion of Stock Unit
 Award is Vested and No Longer Subject to
 Forfeiture Provided Continuous

Employment or Service With the Employer
 From the Grant Date
	  	Portion of Stock Unit
Award Vested and No
Longer Subject
to
Forfeiture	 
	 January 1, 2013
	  	 	33	% 
	 January 1, 2014
	  	 	67	% 
	 January 1, 2015
	  	 	100	% 

 (b) Units that have vested and are no longer subject to forfeiture according to the schedule above are
referred to herein as “Vested Units.” Units that have not vested and remain subject to forfeiture under the preceding schedule are referred to herein as “Unvested Units.” The Unvested Units will vest (and to the extent so vested
cease to be Unvested Units remaining subject to forfeiture) in accordance with the above schedule. Collectively, the Unvested Units and Vested Units are referred to herein as the “Units.” 







 (c) Early lapse of the forfeiture restrictions may occur as described below in connection
with a Change of Control, your death or termination of employment because of your Disability, a Constructive Termination or Termination without Cause. For purposes of this Agreement, the terms “Constructive Termination” and
“Cause” shall have the meanings given to such terms in your Agreement with the Company and Strategic Hotel Funding, L.L.C. dated as of
                         (“Executive Agreement”). 
 2. Termination of Employment or Services 
 If you terminate your employment
or service relationship with the Employer other than as a result of a Constructive Termination or if the Employer terminates your employment or service relationship for Cause, any portion of this Stock Unit Award that has not vested as provided in
Section 1 will immediately terminate. You will forfeit all Unvested Units upon such occurrence without the payment of any further consideration to you. 
 If your employment or service relationship with the Employer terminates because of death or Disability or by the Employer without Cause in anticipation of, on or after a Change of Control of the Company
or in a Constructive Termination in anticipation of, on or after a Change of Control, the vesting of this Stock Unit Award will accelerate and all Units under this Stock Unit Award will become fully vested. If your employment or service relationship
with the Employer terminates other than by reason of a Change of Control but by the Employer without Cause or in a Constructive Termination, the Units that would have vested within one-year period immediately following your termination of employment
or service relationship shall become fully vested and all other Unvested Units shall be forfeited without the payment of any further consideration to you. 
 3. Acknowledgement of No Single-Trigger Change of Control Vesting 
 By
signing this Stock Unit Award, you hereby acknowledge that you have no right to accelerated vesting of the Stock Unit Award upon a Change of Control, except in anticipation of, on or after a Change of Control with respect to a termination of your
employment or service relationship by the Employer without Cause or in a Constructive Termination as set forth in Section 2. 
 4.
Conversion of Units into Shares of Common Stock 
 Except as otherwise provided by a deferral election
pursuant to Section 5 of this Agreement, Vested Units shall be converted into shares of Common Stock as of February 15th (or the next business day thereafter if February 15 is not a business day) following the day when Unvested Units
become Vested Units at the applicable Vesting Date or as soon as administratively feasible following your termination of employment with respect to Unvested Units which become Vested Units in accordance with Section 2. 

If, however, you elect to defer payment of the shares of Common Stock as provided in Section 5 of this Agreement, the shares of
Common Stock shall be issued as set forth in the Deferral Election Agreement entered into between you and the Committee. 

  
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 5. Deferral Election 
 Subject to Section 13, you may elect to defer delivery of the shares of Common Stock that would otherwise be due by virtue of the lapse or waiver of the vesting requirements as set forth in
Section 1. The Committee shall, in its sole discretion, establish the rules and procedures for such deferral elections and payment deferrals. 
 6. Dividends 
 In accordance with the Plan, you shall be entitled to
dividend equivalents with respect to your Units under this Agreement. Dividend equivalents shall be paid to you in the same form (cash or shares) and at the same time as dividends are paid to stockholders of the Company. 

7. No Rights as Shareholder 
 You shall not have voting or any other rights as a shareholder of the Common with respect to the Units. Upon conversion of the Units into shares of Common Stock, you will obtain full voting and other
rights as a shareholder of the Company. 
 8. Securities Law Compliance 

Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon the conversion of Units
unless such shares are registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares of
Common Stock must also comply with other applicable laws and regulations governing the shares, and you may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such laws and
regulations. 
 9. Transfer Restrictions 
 9.1 Restrictions on Transfer of Unvested Shares. Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or
other transfer or disposition of any kind, whether voluntarily or by operation of law, directly or indirectly, of Units shall be strictly prohibited and void, provided that such restrictions on transfer will not apply to a gratuitous transfer of the
Units, provided, and only if, you obtain the Committee’s prior written consent to such transfer. 
 9.2 Market
Standoff. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, you and any transferee agree not to sell, make any short sale
of, loan, hypothecate, pledge, assign, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to, any shares of Common Stock acquired upon the conversion
of Units if so requested by the underwriter. Such limitations will be in effect for such period of time as may be requested by the underwriter. 

  
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 10. Independent Tax Advice 
 You acknowledge that determining the actual tax consequences to you of receiving Units or shares of Common Stock or deferring or disposing of Units or shares of Common Stock may be complicated. These tax
consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a competent and
independent tax advisor for a full understanding of the specific tax consequences to you of receiving, deferring or disposing of Units or shares of Common Stock. Prior to executing this Agreement, you either have consulted with a competent tax
advisor independent of the Company to obtain tax advice concerning the Shares in light of your specific situation or have had the opportunity to consult with such a tax advisor but chose not to do so. 

11. Withholding and Disposition of Shares 
 You agree to make arrangements satisfactory to the Employer for the payment of any federal, state, local or foreign withholding tax obligations that arise with respect to this Stock Unit Award, including,
without limitation, the receipt of shares of Common Stock. Notwithstanding the previous sentence, you acknowledge and agree that the Employer has the right to deduct from payments of any kind otherwise due to you any federal, state or local taxes of
any kind required by law to be withheld with respect this Stock Unit Award, including, without limitation, the receipt of shares of Common Stock. 
 12. General Provisions 
 12.1 No Waiver. No waiver of any
provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any
other right hereunder. 
 12.2 Undertaking. You hereby agree to take whatever additional action and execute
whatever additional documents the Committee may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you, the Units or the shares acquired upon conversion of the Units pursuant
to the express provisions of this Agreement. 
 12.3 Agreement Is Entire Contract. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter hereof. 
 12.4 Successors and
Assigns. The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of
law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof. 
 12.5 No Employment or Service Contract. This Agreement does not confer upon you any right with respect to continuance of employment by the Employer, nor does it interfere in any way with the
right of your employer to terminate your employment or services at any time. 

  
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 12.6 Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument. 
 12.7
Governing Law. This Agreement will be construed and administered in accordance with and governed by the laws of the State of Illinois. 
 13. Section 409A Compliance 
 The Company intends that any Unit
conversion, deferral and other provisions applicable to your Stock Unit Award fully comply with the payout and other limitations and restrictions imposed under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), as
clarified or modified by IRS guidance, including without limitation, treating the date you have a separation from service under Code Section 409A as the date you terminate employment or your service relationship for purposes of this Agreement
– in each case if and to the extent such Code Section 409A is otherwise applicable to your Stock Unit Award and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the
Company and you agree that the payout timing provisions applicable to the Stock Unit Award, and the terms of any deferral and other rights regarding such Stock Unit Awards, shall be deemed modified, if and to the extent necessary to comply with the
payout and other limitations and restrictions imposed under Code Section 409A, as clarified or modified by IRS guidance – in each case if and to the extent such Code Section 409A is otherwise applicable to your Stock Unit Award and
such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. This Stock Unit Award is subject to Section 17.5 of the Plan. 
 REMAINDER OF PAGE INTENTIONALLY BLANK. 
 SIGNATURE PAGE FOLLOWS. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year indicated
above on the first page of this Agreement as the Grant Date. 
  

	
	STRATEGIC HOTELS & RESORTS, INC.
	
	/s/ Paula C. Maggio
	By: Paula C. Maggio
	 Its: Senior Vice President, Secretary & General
           Counsel
  

	(Employee Name)