##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2006
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from      to
 Commission file number 001-32254
 CNL HOTELS & RESORTS, INC.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    59-3396369(State of other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)420 South Orange Avenue 
Orlando, Florida
    
    32801(Address of principal executive offices)
    
    (Zip Code)
 (407) 650-1510
   Title of each class:
    
    Name of exchange on which registered:None
    
    Not Applicable
 (Title of class)
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
 Aggregate market value of the voting common stock held by non-affiliates of the registrant:
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



CONTENTS
 PageExplanatory Note
    
    
    
    3Part III.Item 10.
    
    Directors and Executive Officers of the Registrant
    
    4Item 11.
    
    Executive Compensation
    
    10Item 12.
    
    Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    24Item 13.
    
    Certain Relationships and Related Transactions
    
    26Item 14.
    
    Principal Accountant Fees and Services
    
    26Part IV.Item 15.
    
    Exhibits
    
    28Signatures
    
    
    
    29Exhibits
    
    
    
    31EX-3.3: AMENDED AND RESTATED BYLAWSEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATION
  2




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EXPLANATORY NOTE
  
 PART III
       3




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Item 10. Directors and Executive Officers of the Registrant
 THE BOARD OF DIRECTORS
   Name
    
    Age
    
    PositionJames M. Seneff, Jr.
    
    
    60
    
    
    Director and Chairman of the BoardRobert A. Bourne
    
    
    60
    
    
    Director and Vice Chairman of the BoardThomas J. Hutchison III
    
    
    65
    
    
    Chief Executive Officer and DirectorJohn A. Griswold
    
    
    58
    
    
    President, Chief Operating Officer and DirectorJ. Douglas Holladay
    
    
    60
    
    
    Independent DirectorJack F. Kemp
    
    
    71
    
    
    Independent DirectorCraig M. McAllaster
    
    
    55
    
    
    Independent DirectorDianna F. Morgan
    
    
    55
    
    
    Independent DirectorRobert E. Parsons, Jr.
    
    
    51
    
    
    Independent Director
  James M. Seneff, Jr.
 4




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Robert A. Bourne
 Thomas J. Hutchison III
 5




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John A. Griswold
 James Douglas Holladay
 Jack F. Kemp
 Craig M. McAllaster, Ed.D.
 6




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Dianna F. Morgan
 Robert E. Parsons, Jr.
 EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionThomas J. Hutchison III
    
    
    65
    
    
    Chief Executive OfficerJohn A. Griswold
    
    
    58
    
    
    President and Chief Operating OfficerC. Brian Strickland
    
    
    44
    
    
    Executive Vice President, Chief Financial Officer and TreasurerBarry A.N. Bloom
    
    
    42
    
    
    Executive Vice President of Portfolio Management and AdministrationMark E. Patten
    
    
    43
    
    
    Senior Vice President and Chief Accounting OfficerMarcel Verbaas
    
    
    37
    
    
    Senior Vice President and Chief Investment OfficerGreerson G. McMullen
    
    
    44
    
    
    Chief General Counsel, Executive Vice President and Secretary
 C. Brian Strickland
 Barry A.N. Bloom
 7




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Mark E. Patten
 Marcel Verbaas
 Greerson G. McMullen
  AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
 http://www.cnlhotels.com
 8




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AUDIT COMMITTEE REPORT
 Review and Discussions with Management.
 Review and Discussions with Independent Registered Certified Public Accounting Firm.
 Conclusion.
 Submitted by:
    
    Robert E. Parsons, Jr, ChairmanDianna F. MorganCraig M. McAllaster
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CODE OF ETHICS
 http://www.cnlhotels.com
 9




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 Compensation of Directors
   Independent Director
    
    Committee Chair
    
    Quarterly FeeRobert E. Parsons, Jr.
    
    Audit Committee
    
    $
    3,750Dianna F. Morgan
    
    Compensation Committee
    
    $
    2,500Craig M. McAllaster
    
    Nominating and Corporate Governance
    
    $
    1,250Dianna F. Morgan & J. Douglas Holladay
    
    Special Litigation Committee
    
    $
    1,250
      10




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Director Compensation Table
 Fees Earned or
    
    Interest onIndependent Director
    
    Paid in Cash ($)
    
    Deferred Payments ($)
    
    Stock Awards ($) (a)
    
    Total ($) (d)J. Douglas Holladay (b) (c) (e)
    
    $
    105,000
    
    
    $
    13,400
    
    
    $
    40,000
    
    
    $
    158,400Jack F. Kemp (b)
    
    $
    163,500
    
    
    $
    -0-
    
    
    $
    40,000
    
    
    $
    203,500Craig M. McAllaster (b) (c)
    
    $
    119,000
    
    
    $
    -0-
    
    
    $
    40,000
    
    
    $
    159,000Robert E. Parsons, Jr. (b) (c) (e)
    
    $
    185,000
    
    
    $
    25,600
    
    
    $
    40,000
    
    
    $
    250,600Dianna F. Morgan (b)
    
    $
    191,000
    
    
    $
    -0-
    
    
    $
    40,000
    
    
    $
    231,000
 
 (a)
    
    Amounts represent accounting expense recognized in 2006 pursuant to
Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment(SFAS No. 123R) for shares of common stock
issued or deferred based upon a deemed value of $20.00 per share at
December 31, 2006.(b)
    
    Each of our Independent Directors was entitled to receive 500
shares of our common stock and $10,000 in cash on a quarterly basis
for their services during the year ended December 31, 2006.(c)
    
    Includes 2,000 shares deferred pursuant to the terms of a deferred
fee agreement between us and such Director.(d)
    
    Director compensation for the year ended December 31, 2006 did not
include the grant of stock options, the payment of non-equity
incentive compensation or the provision of pension or similar
benefits.(e)
    
    Director compensation deferred for the year ended
December 31, 2006. Deferred fees earn interest at prime plus two percent
per annum. Compensation Discussion and Analysis
  Overview
 Objectives of Compensation Program.
  
    
    base compensation or salary;
    
    annual cash bonuses under a performance-based cash incentive plan;
    
    deferred stock awards granted under our long-term incentive plan; and
    
    employee benefits and perquisites.
 
 11




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Determination of Our Compensation Program.
  Determining the Elements of Our Compensation Program.
 Determining the Amounts of Each Element of Our Compensation Program rds
 Role of Compensation Committee and CEO .
 Role of Compensation Consultant
 12




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Tax Deductibility of Compensation.
 Policies for Timing of Equity-Based Grants.
 Discussion of Specific Components of Our Compensation Program.
 Base Salary.
 Incentive Compensation.
 Annual Cash Incentive Plan.
   13




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Equity Compensation.
     Benefits and Perquisites.
 Severance and Change of Control Payments
 14




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Protecting the Companys Interests .
 Compensation Committee Report
   Submitted by:
    
    Dianna F. Morgan, ChairmanRobert E. Parsons, Jr.Jack F. Kemp
 Executive Officer Compensation
 Merger with Advisor
   15




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Employment Agreements
     16




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
    
    All earned and accrued but unpaid compensation (including bonus) and paid time off through the date of termination in a lump sum cash payment;
    
    a severance payment, payable over the period applicable to, and subject to ongoing compliance with, the non-competition covenant included in the relevant employment agreement, equal to a multiple of 3 for Mr. Hutchison and a multiple of 2 for Messrs. Griswold, Strickland, Bloom, and McMullen times the sum of:
   
    
    continued eligibility for the executive and his or her dependants in our medical and specified other benefit plans for eighteen months for Mr. Hutchison and one year for Messrs. Griswold, Strickland, Bloom, and McMullen
    
    deferred shares that vest solely based on continued service shall immediately vest as to an additional year of service and deferred shares that would have been released as a reward for service and on the achievement of performance criteria in the calendar year of such termination shall vest upon the
termination unless the termination of employment occurs in connection with a change in control in which case, all of the executives outstanding awards of shares shall immediately be vested. The executive will be entitled to a tax gross-up payment if he becomes subject to the excise tax applicable to certain
golden parachute payments pursuant to Sections 280G and 4999 of the Code.
  
    
    Conviction, plea of nolo contendre or indictment which is not discharged or otherwise resolved within 18 months for a felony or misdemeanor involving moral turpitude;
    
    commission of an act of fraud, theft or dishonesty related to his duties;
    
    continuing failure or habitual neglect to perform his duties (after the executive is given notice and thirty days to cure such condition);
    
    material violation of non-competition, non-solicitation or confidentiality covenants; or
    
    willful and continuing breach of the agreement (after the executive is given notice and thirty days to cure such breach).
  
    
    a material reduction in such executives authority, duties and responsibilities (including his reporting relationship) or the assignment to him of duties materially inconsistent with his position except the Company has thirty days after written notice from the executive to cure any such material reduction;
    
    for Messrs. Hutchison and Griswold, a failure to be elected or appointed to the Board;
    
    a reduction in such executives annual salary that is (i) not in connection with the reduction of compensation applicable to senior management employees and no more than ten percent or (ii) not cured within thirty days of notice by the executive of the reduction;
    
    our failure to obtain a reasonably satisfactory agreement from any successor to our business to assume and perform the agreement;
    
    a change of control, which means the sale to an independent third-party or group of independent third parties of (i) more than 30 percent of our issued and outstanding equity securities, and the voting power to elect a majority of our Directors (whether by merger, consolidation, sale or transfer of our equity securities) or (ii) all or substantially all of our assets determined on a consolidated basis;
    
    our material and willful breach of the agreement that is not cured within thirty days of notice; or
    
    our requirement that his work location be moved more than 50 miles from our principal place of business.
 17




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
    
    such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System;
    
    such executive is not a controlling person of, or a member of a group which controls, such entity; and
    
    such executive does not, directly or indirectly, own 1 percent or more of any class of securities of such entity.
    18




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Summary Compensation Table
 Non-EquityIncentiveCompensation
    
    Stock
    
    Other AnnualName and principal position
    
    Salary ($) (1)
    
    Bonus ($) (7)
    
    ($) (7)
    
    Awards ($) (5)
    
    Compensation ($)(6)
    
    Total ($)Thomas J. Hutchison III (2) (4)
    
    $
    470,883
    
    
    $
    270,000
    
    
    $
    1,440,000
    
    
    $
    2,758,060
    
    
    $
    182,873
    
    
    $
    5,121,816Chief Executive OfficerJohn A Griswold (2) (4)
    
    $
    370,186
    
    
    $
    245,000
    
    
    $
    980,000
    
    
    $
    2,149,700
    
    
    $
    105,148
    
    
    $
    3,850,034President & Chief Operating OfficerC. Brian Strickland (3) (4) (8)
    
    $
    273,533
    
    
    $
    184,100
    
    
    $
    736,400
    
    
    $
    1,507,920
    
    
    $
    13,400
    
    
    $
    2,715,353EVP & Chief Financial OfficerGreerson G. McMullen (3) (4)
    
    $
    201,096
    
    
    $
    215,625
    
    
    $
    215,625
    
    
    $
    503,480
    
    
    $
    
    
    
    $
    1,135,826EVP & Chief General CounselBarry A. N. Bloom (3) (4) (8)
    
    $
    204,990
    
    
    $
    240,625
    
    
    $
    240,625
    
    
    $
    567,500
    
    
    $
    13,700
    
    
    $
    1,267,440EVP of Portfolio Management Administration
 
 (1)
    
    Annual Compensation for the above named Executive Officers pursuant to their respective Employment Agreements is $900,000; $700,000; $526,000; $345,000 and $385,000, for Messrs. Hutchison, Griswold, Strickland, McMullen and Bloom, respectively.(2)
    
    Amount of Other Annual Compensation includes the amount
incurred by the Company for use of the Companys corporate airplane, in
the amounts of approximately $98,500 and $93,400 for
Mr. Hutchison and Mr. Griswold, respectively, the premiums
paid in connection with disability and term life insurance provided
pursuant to the applicable Employment Agreements of approximately $76,800 for Mr. Hutchison (of which
 approximately $26,000 represented the gross up for taxes) and $4,200 for Mr. Griswold.(3)
    
    Amount of Other Annual Compensation for the year ended December 31, 2006 less than $10,000.(4)
    
    Executive compensation for the year ended December 31, 2006 did not include the grant of stock options, stock appreciation rights, LTIP payouts or the provision of pension benefits or nonqualified deferred compensation.(5)
    
    Amounts represent accounting expense pursuant to SFAS No. 123R we recognized in 2006 for shares of common stock vested based upon a deemed value of $20.00 per share, which is the grant date fair value as determined by management and an assumed forfeiture rate of zero. See Note 22. Stock-Based Compensation for Employees within Item 8. Financial Statements and Supplementary Date in Part II of the Form 10-K filed April 2, 2007, for additional information.(6)
    
    For Messrs, Hutchison, Griswold, Strickland and Bloom the
Company funded $7,500 into their respective 401(K) accounts in 2006
representing the match of amounts contributed by each Executive
Officer, which amounts are fully vested as of December 31, 2006
except for Mr. Bloom.(7)
    
    Bonus amounts reflect the payment of 75% of opportunity for Mr. Hutchison and 100% of opportunity for the other named Executive Officers based upon achievement of personal goals established for the year ended December 31 2006. The amounts recognized as non-equity incentive compensation for all of the named Executive Officers reflects the payment of 100% of the compensation opportunity based upon the Companys achievement of the established performance criteria for the period beginning
 at the Closing and ended December 31 2006.(8)
    
    Other annual compensation includes approximately $5,400 and $5,700 related to premiums paid in connection with disability and term life insurance
provided pursuant to the applicable Employment Agreements.   19




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Total Grants of Plan-Based Awards as of December 31, 2006
 Estimated Future Payouts UnderEffective
    
    Estimated Future Payouts Under
    
    Performance-Based Share Grants
    
    All OtherGrant
    
    Grant
    
    Non-Equity Incentive Awards
    
    (# of shares) (1) (3)
    
    StockName and principal position
    
    Date
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Awards (4)Thomas J. Hutchison III
    
    
    3/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114,8173/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,277
    
    
    
    160,539
    
    
    
    481,6608/15/06
    
    
    
    8/15/06
    
    
    $
    450,000
    
    
    $
    900,000
    
    
    $
    1,800,000John A Griswold
    
    
    3/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,8913/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,829
    
    
    
    148,284
    
    
    
    417,1448/15/06
    
    
    
    8/15/06
    
    
    $
    350,000
    
    
    $
    875,000
    
    
    $
    1,225,000C. Brian Strickland
    
    
    3/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,7753/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,782
    
    
    
    95,822
    
    
    
    278,0498/15/06
    
    
    
    8/15/06
    
    
    $
    263,000
    
    
    $
    657,500
    
    
    $
    920,500Greerson G. McMullen
    
    
    3/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,7183/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,452
    
    
    
    33,026
    
    
    
    92,2508/15/06
    
    
    
    8/15/06
    
    
    $
    172,500
    
    
    $
    345,000
    
    
    $
    431,2508/31/06
    
    
    
    8/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,2408/31/06
    
    
    
    8/31/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,276
    
    
    
    6,039
    
    
    
    16,868Barry A. N. Bloom
    
    
    3/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,6253/29/06
    
    
    
    6/21/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,548
    
    
    
    44,052
    
    
    
    123,0008/15/06
    
    
    
    8/15/06
    
    
    $
    192,500
    
    
    $
    385,000
    
    
    $
    481,250
 
 (1)
    
    Performance-based shares were granted for the total number of shares listed, however, the
specific performance criteria for the years 2007 through 2009 had not been determined by our
Compensation Committee at the time of this Form 10-K/A filing. In addition, the
performance-based shares may vest on a cumulative performance goals determined by our
Compensation Committee whereby deferred shares not vested in a prior year may vest in a
subsequent year through 2009 based upon the cumulative performance determination. For
accounting purposes these shares were not considered granted as of December 31, 2006 because
our Compensation Committee had not set the applicable performance objectives for future
years.(2)
    
    Executive stock compensation for the year ended December 31, 2006 did not include the grant
of stock options, stock appreciation rights or other forms of stock awards.(3)
    
    Amounts represent accounting expense that would be recognized pursuant to SFAS No. 123R in
the respective periods for shares of common stock vested based upon a deemed value of $20.00
per share, which is the grant date fair value as determined by management. See Note 22.
Stock-Based Compensation for Employees within Item 8. Financial Statements and
Supplementary Date in Part II of the Form 10-K filed April 2, 2007, for additional
information.(4)
    
    All other stock awards consist of time-based shares granted on June 21, 2006, for which 25
percent vest annually on December 31, 2006, 2007, 2008 and 2009.(5)
    
    The estimated future payouts under the non-equity incentive awards reflects the payment
opportunity for each named Executive Officer in each of the years remaining under their
respective Employment Agreements consistent with the amounts payable more fully described
above in the Compensation Discussion and Analysis under the heading Discussion of Specific
Components of Our Compensation Program.(6)
    
    The estimated future payouts under the performance-based share grants reflects the vesting
opportunity for each named Executive Officer for all of the remaining years under their
respective grants consistent with the vesting schedule established for 2006 which is as
follows: (i) approximately fifteen percent of the deferred shares upon achievement of the
threshold level, (ii) approximately thirty percent of the deferred shares upon achievement of
the target level and (iii) 100% of the deferred shares upon achievement of the superior
level. For the 2006 year, the Companys performance exceeded the goals for the superior level
and, consequently, the performance-based vesting portion of the 2006 installment of the
deferred share award vested fully. See the Stock Vested Table for further information
regarding the vesting of the 2006 installment of the deferred share awards. 20




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Deferred Share Awards Vested as of December 31, 2006
 Market
    
    
    
    
    
    
    
    
    
    Total MarketValue of
    
    Number of
    
    Market Value of
    
    Value ofNumber of
    
    Vested Time-
    
    Vested
    
    Vested
    
    VestedVested Time-
    
    Based
    
    Performance-
    
    Performance-Based
    
    DeferredName and principal position
    
    Based Shares
    
    Shares (1)
    
    Based Shares
    
    Shares (1)
    
    SharesThomas J. Hutchison III
    
    
    38,273
    
    
    $
    765,460
    
    
    
    99,630
    
    
    $
    1,992,600
    
    
    $
    2,758,060John A Griswold
    
    
    29,831
    
    
    $
    596,620
    
    
    
    77,654
    
    
    $
    1,553,080
    
    
    $
    2,149,700C. Brian Strickland
    
    
    20,925
    
    
    $
    418,500
    
    
    
    54,471
    
    
    $
    1,089,420
    
    
    $
    1,507,920Greerson G. McMullen
    
    
    6,987
    
    
    $
    139,740
    
    
    
    18,187
    
    
    $
    363,740
    
    
    $
    503,480Barry A. N. Bloom
    
    
    7,875
    
    
    $
    157,500
    
    
    
    20,500
    
    
    $
    410,000
    
    
    $
    567,500
 
 (1)
    
    Amounts represent estimated market value based upon a deemed value of $20.00 per share as of December 31, 2006, which is the grant date fair value as determined by management, and an assumed forfeiture rate of zero See Note 22. Stock-Based Compensation for Employees within Item 8. Financial Statements and Supplementary Date in Part II of the Form 10-K filed April 2, 2007, for additional information.   Outstanding Deferred Share Awards as of December 31, 2006
 Market ValueMarket Value
    
    
    
    
    
    Market Value
    
    ofNumber of
    
    of
    
    Number of
    
    of
    
    TotalGranted Time-
    
    Unvested
    
    Performance-
    
    Unvested
    
    UnvestedBased Shares
    
    Time-Based
    
    Based Shares
    
    Performance-
    
    DeferredName and principal position
    
    Unvested
    
    Shares
    
    Unvested
    
    Based Shares
    
    SharesThomas J. Hutchison III
    
    
    114,817
    
    
    $
    2,296,340
    
    
    
    481,660
    
    
    $
    9,633,200
    
    
    $
    11,929,540John A Griswold
    
    
    89,491
    
    
    $
    1,789,820
    
    
    
    417,144
    
    
    $
    8,342,880
    
    
    $
    10,132,700C. Brian Strickland
    
    
    62,775
    
    
    $
    1,255,500
    
    
    
    278,049
    
    
    $
    5,560,980
    
    
    $
    6,816,480Greerson G. McMullen
    
    
    20,958
    
    
    $
    419,160
    
    
    
    109,118
    
    
    $
    2,182,360
    
    
    $
    2,601,520Barry A. N. Bloom
    
    
    23,625
    
    
    $
    472,500
    
    
    
    123,000
    
    
    $
    2,460,000
    
    
    $
    2,932,500
 
 (1)
    
    Amounts represent estimated market value based upon a deemed
value of $20.00 per share as of December 31, 2006, which is the grant date fair value as determined by management, and an assumed forfeiture rate of zero . See Note 22. Stock-Based Compensation for Employees within Item 8. Financial Statements and Supplementary Date in Part II of the Form 10-K filed April 2, 2007, for additional information.(2)
    
    Time-based shares vest in equal increments through remaining
term of Employment Agreements (2007 through 2009).(3)
    
    Performance-based shares granted for the total number of
shares listed, however, as the specific performance criteria for the years 2007 through 2009 had not been determined by our
Compensation Committee at the time of this Form 10-K/A filing the
vesting was assumed to be consistent with 2006. In addition, the performance-based shares may vest on a cumulative performance goals determined by our Compensation Committee whereby deferred shares not vested in a prior year may vest in a subsequent year through 2009 based upon the cumulative performance
determination. 21




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##### Table of Contents



Potential Payments Upon Termination or Change in Control
  Total Amount ofPotential SeveranceDollar Amount of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payment andCash Payable in
    
    
    
    
    
    Amount of
    
    
    
    
    
    Dollar Amount ofNumber of
    
    Respect of
    
    Amount of
    
    Estimated
    
    Total Amount
    
    Cash Payable inUnvested
    
    Unvested
    
    Potential Cash
    
    Gross-Up
    
    of Potential
    
    Respect ofDeferrd Share
    
    Deferred Share
    
    Severance
    
    Payments for
    
    Severance
    
    Unvested DeferredName
    
    Awards
    
    Awards
    
    Payment
    
    Excise Tax
    
    Payment
    
    Share AwardsExecutive Officers:Thomas J. Hutchison III
    
    
    596,477
    
    
    $
    12,227,779
    
    
    $
    7,693,125
    
    
    $
    7,036,417
    
    
    $
    14,729,542
    
    
    $
    26,957,321John A. Griswold
    
    
    506,635
    
    
    $
    10,386,018
    
    
    $
    3,562,500
    
    
    $
    5,178,795
    
    
    $
    8,741,295
    
    
    $
    19,127,313C. Brian Strickland
    
    
    340,824
    
    
    $
    6,986,892
    
    
    $
    2,685,000
    
    
    $
    3,478,876
    
    
    $
    6,163,876
    
    
    $
    13,150,768Barry A.N. Bloom
    
    
    146,625
    
    
    $
    3,005,813
    
    
    $
    1,688,750
    
    
    $
    1,706,844
    
    
    $
    3,395,594
    
    
    $
    6,401,407Greerson G. McMullen
    
    
    130,076
    
    
    $
    2,666,558
    
    
    $
    1,458,750
    
    
    $
    1,580,825
    
    
    $
    3,039,575
    
    
    $
    5,706,133
  22




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##### Table of Contents



Total Amount ofPotential SeveranceDollar Amount of
    
    
    
    
    
    Payment and DollarNumber of
    
    Cash Payable in
    
    Amount of
    
    Amount of CashUnvested
    
    Respect of Unvested
    
    Potential Cash
    
    Payable in Respect ofDeferred Share
    
    Deferred Share
    
    Severance
    
    Unvested DeferredName
    
    Awards
    
    Awards
    
    Payment
    
    Share AwardsExecutive Officers:Thomas J. Hutchison III
    
    
    237,533
    
    
    $
    4,750,660
    
    
    $
    7,693,125
    
    
    $
    12,443,785John A. Griswold
    
    
    185,139
    
    
    $
    3,702,780
    
    
    $
    3,562,500
    
    
    $
    7,265,280C. Brian Strickland
    
    
    129,868
    
    
    $
    2,597,360
    
    
    $
    2,685,000
    
    
    $
    5,282,360Barry A.N. Bloom
    
    
    48,875
    
    
    $
    977,500
    
    
    $
    1,688,750
    
    
    $
    2,666,250Greerson G. McMullen
    
    
    43,359
    
    
    $
    867,180
    
    
    $
    1,458,750
    
    
    $
    2,325,930
   Indemnification and Insurance
  Compensation Committee Interlocks and Insider Participation
  23




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Number ofShares Beneficially
    
    PercentName of Beneficial Owner
    
    Owned (1)
    
    of ClassBarry A.N. Bloom
    
    
    58,137
    (3)(4)
    
    
    *Robert A. Bourne
    
    
    403,271
    (2)(3)
    
    
    *John A. Griswold
    
    
    169,356
    (3)(4)
    
    
    *J. Douglas Holladay
    
    
    7,500
    **
    
    
    *Thomas J. Hutchison III
    
    
    339,019
    (3)(4)
    
    
    *Jack F. Kemp
    
    
    7,500
    
    
    
    *Craig M. McAllaster
    
    
    12,500
    **
    
    
    *Greerson G. McMullen
    
    
    18,516
    (4)
    
    
    *Dianna F. Morgan
    
    
    7,500
    
    
    
    *Robert E. Parsons, Jr.
    
    
    12,500
    **
    
    
    *Mark E. Patten
    
    
    11,926
    (4)
    
    
    *James M. Seneff, Jr.
    
    
    2,302,238
    (2)(3)
    
    
    1.47
    %C. Brian Strickland
    
    
    201,066
    (3)(4)
    
    
    *Marcel Verbaas
    
    
    34,309
    (3)(4)
    
    
    *All Directors and Executive Officers as a group (14 persons)
    
    
    3,585,339
    
    
    
    2.28
    %
 
 *
    
    Less than one percent of the total amount of our outstanding common shares.**
    
    Includes shares deferred pursuant to the terms of a deferred fee agreement between us and such director.(1)
    
    The SEC has defined beneficial ownership of a security to mean the possession, directly or
indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be,
as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within
60 days after such date through (a) the exercise of any option, warrant or right, (b) the conversion of a
security, (c) the power to revoke a trust, discretionary account or similar arrangement or (d) the automatic
termination of a trust, discretionary account or similar arrangement. This table does not include deferred
share awards that will vest upon consummation of the CHR Sale Transaction.(2)
    
    Includes 12,500 shares held by Orion Holdings, LLC, an entity in which both Messrs. Seneff and Bourne
are beneficial owners. Shares are presented as beneficially owned by both Messrs. Seneff and Bourne, but are
included in the total share count once.(3)
    
    Includes an aggregate of 750,000 shares of stock
which have been pledged as security, including
approximately 530,000 shares received by Mr. Seneff,
approximately 100,000 shares received by Mr. Bourne
and approximately 120,000 shares by the Executive
Officers of the Company who owned shares in CNL
Hospitality Corp.(4)
    
    Includes shares that vested and were issued as a
result of time-based and performance-based vesting for
the year ended December 31, 2006, after netting of
shares to pay applicable withholding taxes. 24




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##### Table of Contents



Equity Compensation Plan Information
  Number of
    
    
    
    
    
    Weightedsecurities
    
    
    
    
    
    average
    
    Number ofauthorized to be
    
    
    
    
    
    exercise
    
    securitiesissued upon
    
    
    
    
    
    price of
    
    available forexercise of
    
    
    
    
    
    outstanding
    
    future issuanceoutstanding
    
    
    
    
    
    options,
    
    under equityoptions, warrants
    
    Number of
    
    warrants
    
    compensationand rights
    
    securities issued
    
    and rights
    
    plansLong-term
incentive plan
approved by
stockholders
    
    
    5,000,000
    
    
    
    2,894,243
    
    
    
    n/a
    
    
    
    2,105,757
  25




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions
   
 Item 14.
 Principal Accountant Fees and Services
 Audit Fees
  Fiscal Year2006
    
    
    2005Audit Fees(a)
    
    $
    1,909,017
    
    
    $
    1,658,350Audit-Related Fees(b)
    
    
    496,814
    
    
    
    393,660Tax Fees(c)
    
    
    344,624
    
    
    
    541,654All Other Fees(d)
    
    
    
    
    
    
    Total
    
    $
    2,750,455
    
    
    $
    2,593,664
 
 (a)
    
    Audit Fees  Consist of professional services rendered in connection
with the annual audit of our consolidated financial statements on Form
10-K, quarterly reviews of our interim financial statements on Form
10-Q and services performed in connection with our compliance with the
Sarbanes-Oxley Act. Audit fees also include fees for services
performed by PwC that are closely related to the audit and in many
cases could only be provided by our independent accountants. Such
services include the issuance of comfort letters and consents related
to our registration statements and capital raising activities,
assistance with and review of other documents filed with the SEC and
accounting advice on completed transactions.(b)
    
    Audit Related Fees  Consist of services related to audits of
properties acquired, due diligence services related to contemplated
property acquisitions and accounting consultations.(c)
    
    Tax Fees  Consist of services related to corporate tax compliance,
including review of corporate tax returns, review of the tax
treatments for certain expenses and tax due diligence relating to
acquisitions.(d)
    
    All Other Fees  There were no other professional services rendered by
PwC during the years ended December 31, 2006 and 2005. 26




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##### Table of Contents



Pre-Approval Policies and Procedures
          27




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##### Table of Contents



PART IV
 
 Item 15.      Exhibits.
 (a)
    
    The following documents are filed as part of this report.
 3.
    
    Exhibits
 3.3
    
    Amended and Restated Bylaws
of CNL Hotels & Resorts,
Inc., dated as of March 31,
2007 (Filed herewith.)31.1
    
    Certification of Chief
Executive Officer, Pursuant
to Rule 13a-14(a), as
Adopted Pursuant to Section
302 of the SarbanesOxley
Act of 2002 (Filed
herewith.)31.2
    
    Certification of Principal
Financial Officer, Pursuant
to Rule 13a-14(a), as
Adopted Pursuant to Section
302 of the SarbanesOxley
Act of 2002 (Filed
herewith.)
 28




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##### Table of Contents



SIGNATURES
 th
 CNL HOTELS & RESORTS, INC.By:
    
    /s/ Thomas J. Hutchison III

THOMAS J. HUTCHISON IIIChief Executive Officer and DirectorBy:
    
    /s/ C. Brian Strickland

C. BRIAN STRICKLANDExecutive Vice President, Chief Financial Officer andTreasurer(Principal Financial Officer)By:
    
    /s/ Mark E. Patten

MARK E. PATTENSenior Vice President and Chief Accounting Officer(Principal Accounting Officer)
 29




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##### Table of Contents



Signature
    
    Title
    
    Date/s/ James M. Seneff, Jr.

James M. Seneff, Jr.
    
    Chairman of the Board
    
    April 11, 2007/s/ Robert A. Bourne

Robert A. Bourne
    
    Vice Chairman of the Board
    
    April 11, 2007/s/ John A. Griswold

John A. Griswold
    
    President, Chief Operating
Officer and Director
    
    April 11, 2007/s/ Craig M. McAllaster

Craig M. McAllaster
    
    Director
    
    April 11, 2007/s/ Robert E. Parsons, Jr.

Robert E. Parsons, Jr.
    
    Director
    
    April 11, 2007/s/ James Douglas Holladay

James Douglas Holladay
    
    Director
    
    April 11, 2007/s/ Jack Kemp

Jack Kemp
    
    Director
    
    April 11, 2007/s/ Dianna Morgan

Dianna Morgan
    
    Director
    
    April 11, 2007/s/ Thomas J. Hutchison III

Thomas J. Hutchison III
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    April 11, 2007/s/ C. Brian Strickland

C. Brian Strickland
    
    Executive Vice President, Chief
Financial Officer, and Treasurer
(Principal Financial Officer)
    
    April 11, 2007/s/ Mark E. Patten

Mark E. Patten
    
    Senior Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
    
    April 11, 2007
 30




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##### Table of Contents



EXHIBIT INDEX
 3.3
    
    Amended and Restated Bylaws of CNL Hotels & Resorts, Inc., dated as
of March 31, 2007 (Filed herewith.)31.1
    
    Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the SarbanesOxley Act of 2002
(Filed herewith.)31.2
    
    Certification of Principal Financial Officer, Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the SarbanesOxley
Act of 2002 (Filed herewith.)
 31