Restricted Stock Agreement


    EXHIBIT
      4.1

     

     

    
 

    RESTRICTED
      STOCK AGREEMENT
      (this
“Agreement”)
      dated
      as of August 4, 2005 (the “Grant
      Date”),
      between Kerzner International Limited, a Bahamian corporation (the “Company”),
      and
      Howard B. Kerzner (the “Grantee”).

     

    WHEREAS
      the Grantee has been granted, effective as of the date of this Agreement, an
      award of restricted shares of common stock, $.001 par value per share, of the
      Company (the “Common
      Stock”)
      pursuant to the Company’s 2003 Stock Incentive Plan (the “Plan”)
      on the
      terms and subject to the conditions set forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements
      contained in this Agreement, the parties hereto agree as follows:

     

    SECTION
      1.  Definitions.
      Capitalized terms used but not defined in this Agreement have the meanings
      given
      such terms in the Plan.

     

    SECTION
      2.  Grant.
      (a)
      In
      consideration of the Grantee’s services to Company, on the terms and subject to
      the conditions of this Agreement, the Grantee is hereby awarded 500,000 shares
      of Common Stock (the “Restricted
      Shares”).
      The
      Grantee shall have the right, in his sole discretion, to make the election
      pursuant to Section 83(b) of the Code in respect of the Restricted
      Shares.

     

    (b)  Reasonably
      promptly after the date hereof (but not later than 15 days after the date
      hereof), the Company shall cause to be issued a certificate, registered in
      the
      name of the Grantee, evidencing the Restricted Shares, provided that the Company
      shall not cause such a certificate to be issued unless it has received a power
      of attorney duly endorsed in blank with respect to such Restricted Shares.
      Each
      such certificate shall bear the following legend:

     

    THE
      TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK REPRESENTED HEREBY
      ARE
      SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE
      PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED STOCK
      AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH STOCK AND KERZNER
      INTERNATIONAL LIMITED. A COPY OF THE RESTRICTED STOCK AGREEMENT IS ON FILE
      WITH
      THE SECRETARY OF KERZNER INTERNATIONAL LIMITED.

     

    Such
      legend shall not be removed as to any of the Restricted Shares until such
      Restricted Shares vest pursuant to the terms hereof. Each certificate issued
      pursuant to this Agreement, together with the powers relating to the Restricted
      Shares evidenced by such certificate, shall be held by the Company unless the
      Committee determines otherwise. Upon the vesting of any Restricted Shares
      pursuant to the terms hereof, the restrictions of Section 4 of this Agreement
      shall lapse with respect to such Restricted Shares. Reasonably promptly after
      any Restricted Shares vest, the Company shall cause to be delivered to the
      Grantee (in no event later than 15 days after such Restricted Shares vest)
      

     


    
      
         

      

      
         

        
          

        

      

      
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    a
      separate certificate evidencing such Vested Shares (as defined in Section 3(g)
      below), free of any restrictive legends (including, without limitation, the
      legend set forth above). The Company represents, warrants and covenants that
      all
      shares of Common Stock issued under the Plan, including, without limitation,
      the
      Restricted Shares, have been, and will continue to be at the time that they
      vest, registered on Form S-8 (or any equivalent or successor form), provided
      that, at such time, the Company is eligible to register shares of Common Stock
      on Form S-8 (or such equivalent or successor form).

     

    SECTION
      3.  Vesting;
      Lapse of Restrictions.
      Subject
      to the Grantee’s continued employment with the Company and other than as set
      forth in Sections 6 and 7,

     

    (a)  100,000
      Restricted Shares (the “First
      Tranche Shares”)
      shall
      vest and become nonforfeitable if, on or after February 15, 2009 but before
      the
      earlier of (1) the Grantee’s termination of employment with the Company for any
      reason or (2) February 15, 2015 (such earlier date, the “Expiration
      Date”),
      the
      average closing price per share of the Common Stock on the primary market on
      which it is traded for any period of thirty consecutive days on which such
      market is generally open for trading (each a “Trading
      Day”)
      equals
      or exceeds $75 (the “First
      Target Price”).
      The
      date on which the First Tranche Shares vest shall be referred to as the
“First
      Vesting Date.”

     

    (b)  100,000
      Restricted Shares (the “Second
      Tranche Shares”)
      shall
      vest and become nonforfeitable if, on or after February 15, 2009 but before
      the
      Expiration Date, the average closing price per share of the Common Stock equals
      or exceeds $80 (the “Second
      Target Price”)
      for
      any period of thirty consecutive Trading Days that ends after the 75th
      day
      following the First Vesting Date; provided,
      however,
      that
      the Second Tranche Shares shall not vest until the First Tranche Shares have
      vested. The date on which the Second Tranche Shares vest shall be referred
      to as
      the “Second
      Vesting Date.”

     

    (c)  100,000
      Restricted Shares (the “Third
      Tranche Shares”)
      shall
      vest and become nonforfeitable if, on or after February 15, 2010 but before
      the
      Expiration Date, the average closing price per share of the Common Stock equals
      or exceeds $85 (the “Third
      Target Price”)
      for
      any period of thirty consecutive Trading Days that ends after the 75th
      day
      following the Second Vesting Date; provided,
      however,
      that
      the Third Tranche Shares shall not vest until the Second Tranche Shares have
      vested. The date on which the Third Tranche Shares vest shall be referred to
      as
      the “Third
      Vesting Date.”

     

    (d)  100,000
      Restricted Shares (the “Fourth
      Tranche Shares”)
      shall
      vest and become nonforfeitable if, on or after February 15, 2010 but before
      the
      Expiration Date, the average closing price per share of the Common Stock equals
      or exceeds $90 (the “Fourth
      Target Price”)
      for
      any period of thirty consecutive Trading Days that ends after the 75th
      day
      following the Third Vesting Date; provided,
      however,
      that
      the Fourth Tranche Shares shall not vest until the Third Tranche Shares have
      vested. The date on which the Fourth Tranche Shares vest shall be referred
      to as
      the “Fourth
      Vesting Date.”

     

    (e)  100,000
      Restricted Shares (the “Fifth
      Tranche Shares”)
      shall
      vest and become nonforfeitable if, on or after February 15, 2011 but before
      the
      Expiration Date, the average closing price per share of the Common Stock equals
      or exceeds $95 (the 

     


    
      
         

      

      
         

        
          

        

      

      
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    “Fifth
      Target Price”)
      for
      any period of thirty consecutive Trading Days that ends after the 75th
      day
      following the Fourth Vesting Date; provided,
      however,
      that
      the Fifth Tranche Shares shall not vest until the Fourth Tranche Shares have
      vested. The date on which the Fourth Tranche Shares vest shall be referred
      to as
      the “Fifth
      Vesting Date.”

    


    (f)  Any
      Restricted Shares that do not vest prior to the Expiration Date will be
      forfeited upon the Expiration Date without any consideration
      therefor.

     

    (g)  Each
      of
      the First Vesting Date, Second Vesting Date, Third Vesting Date, Fourth Vesting
      Date and Fifth Vesting Date may be referred to herein as a “Vesting
      Date.”
Each
      of the First Tranche Shares, Second Tranche Shares, Third Tranche Shares, Fourth
      Tranche Shares and Fifth Tranche Shares may be referred to herein as a
“Tranche.”
Each
      of the First Target Price, Second Target Price, Third Target Price, Fourth
      Target Price and Fifth Target Price may be referred to herein as a “Target
      Price.”
      Restricted Shares which have become vested and nonforfeitable may be referred
      to
      herein as “Vested
      Shares.”

     

    SECTION
      4.  Restriction
      on Transfer.
      Prior
      to the vesting of Restricted Shares, (i) neither the unvested Restricted Shares
      nor any of the Grantee’s rights with respect thereto, may be transferred,
      pledged, assigned, hypothecated or otherwise disposed of in any way by the
      Grantee, and (ii) the unvested Restricted Shares shall not be subject to
      execution, attachment or similar process. Any attempted assignment, transfer,
      pledge, hypothecation or other disposition of unvested Restricted Shares
      contrary to the provisions hereof, and the levy of any execution, attachment
      or
      similar process upon any unvested Restricted Shares, shall be null and void
      and
      without effect.

     

    SECTION
      5.  Withholding
      Taxes.
      The
      Company shall be entitled to require, as a condition of delivery of the Vested
      Shares, that the Grantee remit an amount in cash sufficient to satisfy all
      federal, state and local withholding and employment taxes relating thereto,
      and
      the Company and each of its Subsidiaries shall have the right and are hereby
      authorized to withhold from delivery of the Vested Shares, or from any
      compensation or other amount owing to the Grantee, the amount (in cash or,
      in
      the discretion of the Committee, Vested Shares, other securities, or other
      property) of any applicable withholding taxes in respect of the vesting of
      the
      Restricted Shares and to take such other action as may be necessary in the
      discretion of the Committee to satisfy all obligations for the payment of such
      taxes. Notwithstanding the foregoing, subject to the approval of the Committee,
      the Grantee may elect to satisfy the obligation to pay any withholding tax,
      in
      whole or in part, by having the Company retain Vested Shares or accept upon
      delivery thereof Common Stock (other than Restricted Shares) held by the Grantee
      for at least six months and one day sufficient in value to cover the amount
      of
      such withholding tax.

     

    SECTION
      6.  Termination
      of Employment.

     

    (a)  Termination
      on Death or Disability, without Cause, or for Good Reason.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
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    (i)  Subject
      to Section 6(a)(ii) below, if the Grantee’s employment
      with the Company terminates on account of a
      termination by the Company without “Cause” (as defined in Section 6(b) below),
      or upon the Grantee’s death, Disability or resignation with “Good Reason” (as
      defined in Section 6(a)(ii) below), each Tranche, if it has not already vested,
      shall vest and become nonforfeitable provided that the average closing price
      of
      the Common Stock for the period of the thirty consecutive Trading Days ending
      on
      the date of the Grantee’s termination of employment (the “Termination
      Date”)
      equals
      or exceeds the Target Price related to such Tranche. The total number of
      Restricted Shares that have previously vested in accordance with Section 3
      plus
      those that become vested pursuant to this Section 6(a)(i) shall be known as
      the
“Baseline
      Shares.”

     

    (ii)  If
      the
      Grantee’s employment with the Company terminates on account of a termination by
      the Company without Cause, or upon the Grantee’s death, Disability or
      resignation with Good Reason, in each case before February 15, 2011, and
      the number of Baseline Shares is less than the number of “Pro-Rata Shares” (as
      defined below), then, in addition to the Baseline Shares, a number of Restricted
      Shares may become vested as follows: (1) the excess of the number of Pro-Rata
      Shares over the number of Baseline Shares shall be divided by the number of
      Tranches that have not yet vested pursuant to Section 3 or
      Section 6(a)(i) (the resulting amount, the “New
      Tranche Amount”),
      and
      (2) the number of Restricted Shares in each Tranche that have not yet vested
      shall be replaced with the New Tranche Amount and shall continue to be eligible
      to vest and become nonforfeitable in accordance with the applicable provisions
      of Sections 3(a) through 3(e); provided,
      however,
      that
      any fractional shares that would be allocated to each Tranche in accordance
      with
      the foregoing clauses (1) and (2) shall instead be aggregated and added to
      the unvested Tranche with the lowest corresponding Target Price; and
provided,
      further,
      that
      for purposes of the vesting of the Restricted Shares that constitute the New
      Tranche Amount, the applicable Target Prices must be achieved following the
      Termination Date but before February 15, 2011. For purposes of this
      Agreement, “Pro-Rata
      Shares”
shall
      mean the number of shares of Common Stock that results from multiplying the
      number 500,000 by a fraction (rounded to the nearest two decimal places), the
      numerator of which is the number of whole months from February 15, 2005 to
      the
      Termination Date (the “Service
      Period”),
      increased, solely in the case of a termination of the Grantee’s employment by
      the Company without Cause, by the “Accretion Amount,” as defined below, and the
      denominator of which is 72; “Good
      Reason”
shall
      mean (A) any reduction in the Grantee’s salary or bonus opportunity as in effect
      on the Grant Date or (B) any change in the title, duties, responsibilities
      (including reporting responsibilities), or authority of the Grantee that is
      inconsistent in any material and adverse respect with the Grantee’s title,
      positions, duties, responsibilities or authority with the Company (including
      any
      material diminution of such duties, responsibilities or authority), in either
      case of (A) or (B) after written notice by the Grantee to the Company of such
      event and the Company’s failure to cure such event within 14 days 

     


    
      
         

      

      
         

        
          

        

      

      
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    following
      its receipt of such notice and provided that no act taken by the Board pursuant
      to a vote that Grantee did not oppose shall be the basis for Good Reason; and
      the “Accretion
      Amount”
shall
      mean the amount that results from the following formula (rounded to the nearest
      two decimal places):

    


    12
      x
      (72 - the number of whole months in the Service Period)

    72

     

    An
      example illustrating the operation of this Section 6(a)(ii) is set forth on
      Exhibit
      A
      hereto.
      Notwithstanding the foregoing, if the Service Period shall end more than fifteen
      (15) days after the commencement of a month, such partial month shall be deemed
      to be a whole month for purposes of this Agreement.

     

    (iii)  That
      number of Restricted Shares in excess of (A) the number of Baseline Shares,
      if
      the number of Baseline Shares is greater than or equal to the number of Pro-Rata
      Shares or (B) the number of Pro-Rata Shares, if the number of Baseline Shares
      is
      less than the number of Pro-Rata Shares, shall be forfeited upon the Termination
      Date if the Grantee’s employment with the Company terminates on account of a
      termination by the Company without Cause, or upon the Grantee’s death,
      Disability or resignation with Good Reason. Any Restricted Shares that, pursuant
      to Section 6(a)(ii), may vest after the Termination Date and that do not
      vest prior to February 15, 2011, will be forfeited on February 15,
      2011, without any consideration therefor.

     

    (b)  Termination
      with Cause. If
      the
      Grantee’s employment
      with the Company terminates on account of a
      termination by the Company with “Cause” (as defined below), all Restricted
      Shares subject to this Agreement that have not otherwise vested shall be
      forfeited on the Termination Date without further consideration therefor. For
      purposes of this Agreement, “Cause”
means:
      (1) the Grantee’s willful and continued failure, following notice from the
      Company, substantially to perform the Grantee’s duties as an employee of the
      Company (other than as a result of incapacity due to physical or mental
      illness); (2) the Grantee’s negligence or misconduct (including making a
      negative statement, written or oral, regarding the Company or its business)
      in
      the course of the Grantee’s employment with the Company that the Committee in
      its sole discretion determines is detrimental to the best interests of the
      Company; (3) the Grantee’s indictment of, conviction of, or plea of nolo contendere
      to (x) a
      misdemeanor involving moral turpitude or (y) a felony (or the equivalent of
      such
      a misdemeanor or felony in a jurisdiction other than the United States); (4)
      the
      Grantee’s material breach of this Agreement, including without limitation the
      provisions of Section 8; (5) the Grantee’s violation of Company policies that
      the Committee in its sole discretion determines is detrimental to the best
      interests of the Company; (6) the Grantee’s misappropriation, embezzlement or
      material misuse of funds or property belonging to the Company; or (7) the
      Grantee’s use of alcohol or drugs that either interferes with the performance of
      the Grantee’s duties to the Company or adversely affects the integrity or
      reputation of the Company, its subsidiaries or Affiliates, their employees
      or
      their products, as determined by the Committee in its sole discretion. Any
      voluntary termination of employment by the 

     


    
      
         

      

      
         

        
          

        

      

      
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    Grantee
      in anticipation of an involuntary termination of the Grantee’s employment with
      Cause shall be deemed to be a termination with Cause.

    


    SECTION
      7.  Effect
      of Change of Control.
      Upon a
“Change of Control” (as defined below), each Tranche, if it has not already
      vested, shall vest and become nonforfeitable as to some, all or none of the
      Restricted Shares in each such Tranche (but only as to Restricted Shares that
      have not previously been forfeited), as follows. The number of Restricted Shares
      that shall vest with respect to each such Tranche shall be determined by
      multiplying the number of Restricted Shares in each such Tranche by a fraction
      (rounded to the nearest two decimal places, and not greater than one), the
      numerator of which is equal to the excess of the Deal Price (as defined below)
      over $45 (such $45 amount being hereinafter referred to as the “Change
      in Control Threshold”),
      and
      the denominator of which is the excess of the Target Price with respect to
      each
      such Tranche over the Change in Control Threshold. Any Restricted Shares that
      do
      not vest in accordance with the foregoing sentence shall be forfeited upon
      the
      date on which the Change of Control occurs without any consideration therefor.
      In the case of a Change of Control that occurs prior to February 15, 2007,
      the
      Deal Price of which is less than $70 (the “Pre-2007
      Threshold”),
      the
      foregoing provisions shall not apply and all Restricted Shares subject to this
      Award shall be forfeited upon the date on which the Change of Control occurs
      without any consideration therefor. For purposes of the foregoing, (i)
“Change
      of Control”
means
      a
      Change of Control, as defined in the Plan, provided,
      that,
      (A)
      notwithstanding anything in the Plan to the contrary, the internal laws of
      the
      State of New York shall be applied for purposes of interpreting the
      definition of Change of Control set forth in the Plan and for purposes of
      interpreting the types of transactions that constitute a Change of Control
      pursuant to the Plan (including, without limitation, a sale or other disposition
      of all or substantially all of the assets of the Company) and (B) a sale of
      2/3
      or more of the Company’s assets by value shall constitute a Change of Control,
      and (ii) “Deal
      Price”
means
      the price per share at which Common Stock is sold or otherwise transferred
      in
      connection with the Change of Control, or if Common Stock is not sold or
      otherwise transferred in connection with the Change of Control (e.g., in the
      case of an asset sale or change in Board membership), the Fair Market Value
      per
      share of the Common Stock at the time of the Change of Control. An example
      illustrating the operation of this Section 7 is set forth on Exhibit
      A
      hereto.

     

    SECTION
      8.  Restrictive
      Covenants. (a)
      Confidential
      Information. The
      Grantee agrees that all “Confidential Information” (as defined below) is a
      valuable, special and unique asset of the Company and the Grantee agrees that
      he
      will not, directly or indirectly, except with the prior written consent of
      the
      Company or in furtherance of the Company’s interests, divulge or disclose or
      communicate, or cause any other person or entity to divulge, disclose or
      communicate, to any person, firm, corporation or entity, in any manner
      whatsoever, any Confidential Information. The foregoing covenants shall apply
      to
      all such information for so long as it remains Confidential Information. For
      purposes of this Agreement, “Confidential
      Information”
means
      all trade secrets, proprietary information and other confidential information
      of
      the Company, including, without limitation, its methods, techniques, and
      processes, its development, costs and pricing of its products and services,
      its
      business and marketing strategies and plans, the identity and needs of its
      clients and potential clients, its survey analyses and reports 

     


    
      
         

      

      
         

        
          

        

      

      
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    prepared
      for its clients, and any and all non-public information furnished to the Company
      pursuant to its contracts with clients, financial data, personnel data, and
      all
      the other know-how, materials and things pertaining in any respect to the
      Company or its clients and deemed to be a “trade secret” pursuant to applicable
      law; provided,
      however,
      that
“Confidential Information” shall not include information which is (i) generally
      known in the industry or to the public, or (ii) required to be disclosed by
      law
      or by governmental process.

    


    (b)  Noncompetition/Nonsolicitation.
      The
      Grantee acknowledges and recognizes the highly competitive nature of the
      businesses of the Company and its Subsidiaries and Affiliates and accordingly
      agrees as follows:

     

    (i)  During
      the period of Grantee’s employment with the Company and, if applicable, the
“Noncompete Period” (as defined in Section 8(c) below), the Grantee will not
      directly or indirectly, (1) engage
      in any “Competitive Business” (as defined in Section 8(c) below) for the
      Grantee’s own account, (2) enter the employ of, or render any services to,
      any person or entity engaged in any Competitive Business, (3) acquire a
      financial interest in, or otherwise become actively involved with, any person
      or
      entity engaged in any Competitive Business, directly or indirectly, as an
      individual, partner, shareholder, officer, director, principal, agent, trustee
      or consultant, or (4) interfere with business relationships (whether formed
      before or after the Grant Date) between the Company and customers or suppliers
      of, or consultants to, the Company. For purposes of this Section 8, the
      Company shall be construed to include the Company and its Subsidiaries and
      controlled Affiliates.

     

    (ii)  Notwithstanding
      anything to the contrary in the Agreement, the Grantee may, directly or
      indirectly own, solely as an investment: (A) securities of any person engaged
      in
      the business of the Company which are publicly traded on a national or regional
      stock exchange or on the over-the-counter market if the Grantee (1) is not
      a controlling person of, or a member of a group which controls, such person
      and
      (2) does not, directly or indirectly, own 3% or more of any class of
      securities of such person; (B) certain passive investments in real estate
      opportunity funds that have been separately disclosed to the Board in writing
      as
      of the date hereof; and (C) passive investments in investment funds, the primary
      investment purpose of which is other than investing in gaming facilities or
      “Destination Resorts” (as defined below).

     

    (iii)  During
      the “Nonsolicitation Period” (as defined in Section 8(c) below), the Grantee
      will not, directly or indirectly, solicit, or directly or indirectly hire,
      any
      person who is an employee of or exclusive consultant then under contract with
      the Company or who was an employee of or exclusive consultant under contract
      with the Company within the six month period immediately preceding such
      employee’s or consultant’s termination without the Company’s written consent.
      Furthermore, during the Nonsolicitation Period the Grantee will not, directly
      or
      indirectly, encourage to cease to work with the 

     


    
      
         

      

      
         

        
          

        

      

      
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    Company
      any person who is an employee of or consultant under contract with the Company
      (whether or not exclusive) without the Company’s written consent.

    


    (c)  For
      purposes of this Section 8, the term “Noncompete
      Period”
shall
      mean (1) six months, if the Grantee’s employment with the Company ceases on
      account of a termination by the Company without Cause before February 15, 2011,
      (2) twelve months, if the Grantee’s employment with the Company ceases on
      account of his Disability before February 15, 2011, resignation for any reason
      before February 15, 2011, termination by the Company with Cause before February
      15, 2011 or resignation for any reason on or after February 15, 2011 if the
      Grantee has not given the Company at least 180 days’ advance notice of such
      resignation, or (3) zero in the case of any other cessation of employment.
      For
      purposes of this Section 8, the term “Nonsolicitation
      Period”
shall
      mean (x) twenty-four months, if the Grantee’s employment with the Company ceases
      for any reason before February 15, 2011, or (y) twelve months, if the Grantee’s
      employment with the Company ceases for any reason after February 14, 2011.
      For
      purposes of this Section 8, the term “Competitive
      Business”
shall
      mean any business, in any form, which owns, operates or manages any “Destination
      Resort” (as defined below) or gaming facility (A) within 50 miles of any
      Destination Resort or gaming facility owned or operated or managed, in whole
      or
      in part, by the Company or (B) within 50 miles of any proposed Destination
      Resort or proposed gaming facility with respect to which the Grantee has actual
      knowledge that the Company is actively engaging in significant activities
      intended to result in owning or operating or managing such a facility, which
      in
      each case during the Noncompete Period shall be determined as of the Termination
      Date. For purposes of this Section 8, a “Destination
      Resort”
is
      a
      self-contained luxury resort having more than 1,500 hotel rooms with superior
      restaurant, sports, entertainment and shopping facilities.

     

    (d)  It
      is
      expressly understood and agreed that although the Grantee and the Company
      consider the restrictions contained in this Section 8 to be reasonable, if
      a
      judicial determination is made by a court of competent jurisdiction that the
      time or territory or any other restriction contained in the Agreement is an
      unenforceable restriction against Grantee, the provisions of the Agreement
      shall
      not be rendered void but shall be deemed amended to apply as to such maximum
      time and territory and to such maximum extent as such court may judicially
      determine or indicate to be enforceable. Alternatively, if any court of
      competent jurisdiction finds that any restriction contained in this Agreement
      is
      unenforceable, and such restriction cannot be amended so as to make it
      enforceable, such finding shall not affect the enforceability of any of the
      other restrictions contained herein.

     

    (e)  The
      Grantee acknowledges and agrees that any violation of the provisions of this
      Section 8 would cause the Company irreparable damage and that if the Grantee
      breaches or threatens to breach such provisions, (i) as of such time any
      Restricted Shares remaining unvested at such time shall be forfeited, and (ii)
      the Company shall be entitled, in addition to any other rights and remedies
      the
      Company and its Affiliates may have at law or in equity, to seek specific
      performance of such covenants through injunction or other equitable relief
      from
      a court of competent jurisdiction.

     

     

    
      
         

      

      
         

        
          

        

      

      
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      SECTION
        9.  Rights
        as a Shareholder.
        Subject
        to the provisions of the Plan and Section 4 of this Agreement, from and after
        the date that any of the Restricted Shares become vested pursuant to this
        Agreement, the Grantee shall have all rights and privileges of a stockholder
        with respect to such Restricted Shares, including the right to vote such
        Restricted Shares and receive any distributions or dividends with respect
        thereto. Notwithstanding any provision of the preceding sentence or
        Section 9(b) of the Plan, with respect to any of the Restricted Shares
        which have not become vested pursuant to this Agreement, (i) such Restricted
        Shares shall be voted by the Grantee (x) in accordance with the recommendation
        of the Board with respect to any matter regarding which the Board has made
        such
        a recommendation or (y) in the same proportion as all other holders of Common
        Stock have voted with respect to any matter regarding which the Board has
        not
        made any such recommendation, and (ii) the Company will retain custody of
        all
        distributions, including cash dividends (“Retained
        Distributions”),
        made
        or declared with respect to such Restricted Shares (and such Retained
        Distributions will be subject to the same restrictions, terms and vesting
        and
        other conditions as are applicable to the Restricted Shares), until such
        time,
        if ever, as such Restricted Shares with respect to which such Retained
        Distributions shall have been made, paid or declared shall have become vested,
        in which case such Retained Distributions shall be paid to the Grantee (such
        Retained Distributions shall not bear interest or be segregated in a separate
        account).

       

    

    SECTION
      10.  Effect
      of Certain Changes.
      Without
      limiting the powers granted to the Committee under Section 14 of the Plan,
      in
      the event that any dividend or other distribution (whether in the form of cash,
      shares of Common Stock, other securities or other property), recapitalization,
      stock split, reverse stock split, reorganization, merger, consolidation,
      split-up, spin-off, combination, repurchase or exchange of shares of Common
      Stock or other securities of the Company, issuance of warrants or other rights
      to purchase shares of Common Stock or other securities of the Company, other
      similar corporate transaction or event (including, without limitation, a Change
      of Control), change in applicable rule, ruling, regulation or other requirement
      of any governmental body or securities exchange, accounting principles or law,
      or other unusual or non-recurring event affects the Company, any of its
      Subsidiaries, the financial statements of the Company or any of its
      Subsidiaries, or shares of Common Stock, then the Committee shall make
      appropriate and equitable adjustments to the number of shares of Common Stock
      subject to this Agreement, the Target Prices, the Change in Control Threshold,
      the Pre-2007 Threshold and/or the other numerical formulas set forth herein,
      to
      the extent necessary to maintain (but neither to increase nor diminish) the
      rights of the Grantee under this Agreement.

     

    SECTION
      11.  Compliance
      with Securities Laws.
      No
      Common Stock (whether or not restricted) shall be delivered unless and until
      the
      Company and/or the Grantee shall have complied with all applicable federal
      or
      state registration, listing and/or qualification requirements and all other
      requirements of law or of any regulatory agencies having jurisdiction, and
      the
      Company will take reasonable steps (at Company expense) to fulfill such
      requirements. Notwithstanding anything to the contrary in this Agreement, the
      Committee may revoke this Agreement if it is contrary to law or modify this
      

     


    
      
         

      

      
         

        
          

        

      

      
        10

      

    


    Agreement
      to bring it into compliance with any valid and mandatory government laws or
      regulations.

     

    SECTION
      12.  No
      Right to Employment.
      Nothing
      in the Award shall confer upon the Grantee any right to continue as an employee
      of the Company or any of its Affiliates or interfere in any way with the right
      of the Company or its Affiliates or shareholders, as the case may be, to
      terminate the Grantee’s employment or to increase or decrease the Grantee’s
      compensation at any time. The Restricted Shares shall not be treated as
      compensation for purposes of calculating the Grantee’s rights under any employee
      benefit plan, except to the extent expressly provided in any such
      plan.

     

    SECTION
      13.  Agreement
      Controls.
      The
      award of Restricted Shares is subject to, and the Company and the Grantee agree
      to be bound by, all of the terms and conditions of the Plan, as the same may
      be
      amended from time to time in accordance with the terms thereof, but no such
      amendment shall be effective as to the award of Restricted Shares without the
      Grantee’s consent insofar as it may adversely affect the Grantee’s rights under
      this Agreement. The Committee shall have sole discretion to determine whether
      the events or conditions described in this Agreement have been satisfied and
      to
      make all other interpretations, constructions and determinations required under
      this Agreement and all such determinations by the Committee shall be final,
      binding and conclusive. In the event of any conflict between any term or
      provision contained in this Agreement and a term or provision of the Plan,
      the
      applicable terms and provisions of this Agreement shall govern and
      prevail.

     

    SECTION
      14.  Notices.
      All
      notices, claims, certificates, requests, demands and other communications
      hereunder shall be in writing and shall be deemed to have been duly given and
      delivered if personally delivered or if sent by nationally recognized overnight
      courier, by telecopy or by registered or certified mail, return receipt
      requested and postage prepaid, addressed as follows:

     

    (a)  if
      to the
      Company:

     

    Kerzner
      International Limited

    Stock
      Award Administration

    1000
      South Pine Island Road 

    Plantation,
      FL 33024 

     

    Telecopy:
      (954) 809-2310

    Attention:
      Human Resources

     

    (b)  if
      to the
      Grantee, to such Grantee’s address as most recently supplied to the Company and
      set forth in the Company’s records;

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith. Any such notice or
      communication shall be deemed to have been received (i) in the case of personal
      delivery, on the date of such delivery (or if such date is not a business day,
      on the next business day after the date sent), (ii) in the case of
      nationally-recognized overnight courier, on the next business day 

     


    
      
         

      

      
         

        
          

        

      

      
        11

      

    


    after
      the
      date sent, (iii) in the case of telecopy transmission, when received (or if
      not
      sent on a business day, on the next business day after the date sent), and
      (iv)
      in the case of mailing, on the third business day following the date on which
      the piece of mail containing such communication is posted.

     

    SECTION
      15.  Waiver
      of Breach.
      The
      waiver by either party of a breach of any provision of this Agreement must
      be in
      writing and shall not operate or be construed as a waiver of any other or
      subsequent breach.

     

    SECTION
      16.  Grantee’s
      Undertaking.
      The
      Grantee hereby agrees to take whatever additional actions and execute whatever
      additional documents the Company may in its reasonable judgment deem necessary
      or advisable in order to carry out or effect one or more of the obligations
      or
      restrictions imposed on the Grantee pursuant to the provisions of this
      Agreement.

     

    SECTION
      17.  Amendment.
      This
      Agreement may not be amended, terminated, suspended or otherwise modified except
      in a written instrument, duly executed by both parties.

     

    SECTION
      18.  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Commonwealth of the Bahamas, without regard to its principles of conflicts
      of law.

     

    SECTION
      19.  Exclusive
      Jurisdiction; Waiver of Jury Trial. (a)
      Except
      as
      otherwise specifically provided herein, the Grantee and the Company each hereby
      irrevocably submit to the exclusive jurisdiction of the state and federal courts
      in New York City, New York with respect to any disputes or controversies arising
      out of or relating to this Agreement; provided,
      however,
      that if
      the foregoing selection of venue is unenforceable for any reason, the Grantee
      and the Company each hereby irrevocably submit to the exclusive jurisdiction
      of
      the Supreme Court of the Bahamas with respect to any disputes or controversies
      arising out of or relating to this Agreement. The parties undertake not to
      commence any suit, action or proceeding arising out of or relating to this
      Agreement in a forum other than those described in this Section 19(a);
provided,
      however,
      that
      nothing herein shall preclude the Company from bringing any suit, action or
      proceeding in any other court for the purposes of enforcing any judgment
      obtained by the Company and, in such event, the Grantee hereby irrevocably
      submits to the jurisdiction of such other court.

     

    (b)  The
      agreement of the parties to the forum described in Section 19(a) is independent
      of the law that may be applied in any suit, action, or proceeding and the
      parties agree to such forum even if such forum may under applicable law choose
      to apply non-forum law. The parties hereby waive, to the fullest extent
      permitted by applicable law, any objection which they now or hereafter have
      to
      personal jurisdiction or to the laying of venue of any such suit, action or
      proceeding brought in an applicable court described in Section 19(a), and each
      party agrees that it shall not attempt to deny or defeat such personal
      jurisdiction by motion or other request for leave from any such court. The
      parties agree that, to the fullest extent permitted by applicable law, a final
      and 

     


    
      
         

      

      
         

        
          

        

      

      
        12

      

    


    non-appealable
      judgment in any suit, action or proceeding brought in any applicable court
      described in Section 19(a) shall be conclusive and binding upon the parties
      and
      may be enforced in any other jurisdiction.

    


    (c)  Each
      party hereto irrevocably consents to the service of any and all process in
      any
      suit, action or proceeding arising out of or relating to this Agreement by
      the
      mailing of copies of such process to such party at such party’s address
      specified in Section 14. 

     

    (d)  Each
      party hereto hereby waives, to the fullest extent permitted by applicable law,
      any right it may have to a trial by jury in respect of any suit, action or
      proceeding arising out of or relating to this Agreement. Each party hereto
      (i)
      certifies that no representative, agent or attorney of any other party has
      represented, expressly or otherwise, that such party would not, in the event
      of
      any action, suit or proceeding, seek to enforce the foregoing waiver and (ii)
      acknowledges that it and the other party hereto have been induced to enter
      into
      this Agreement by, among other things, the mutual waiver and certifications
      in
      this Section 19(d).

     

    SECTION
      20.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, and each such counterpart
      shall be deemed to be an original, but all such counterparts together shall
      constitute but one agreement.

     

    SECTION
      21.  Entire
      Agreement.
      This
      Agreement (and the other writings incorporated by reference herein) constitute
      the entire agreement between the parties with respect to the subject matter
      hereof and supersede all prior written or oral negotiations, commitments,
      representations and agreements with respect thereto.

     

    SECTION
      22.  Severability.
      The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect to the fullest extent permitted
      by
      law. 

     

    SECTION
      23.  Non-Uniformity
      of Treatment.
      There
      is no obligation for uniformity of treatment of the Grantee and any other
      holders or beneficiaries of restricted Common Stock, and the terms and
      conditions of this Agreement and such other awards of restricted Common Stock,
      and the Committee determinations and interpretations with respect to this
      Agreement and such other awards of restricted Common Stock need not be the
      same
      with respect to the Grantee and such other grantees (whether or not they are
      similarly situated) or with respect to each award held by the Grantee and any
      such other grantees.

     

    SECTION
      24.  Successors.
      This
      Agreement shall inure to the benefit of the Company and its successors, and
      of
      the Grantee and, following his death, his beneficiaries, executors,
      administrators, heirs and successors.

     

    


     

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      remainder of this page intentionally left blank]

     


    
      
         

      

      
         

        
          

        

      

      
        11

      

    


    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      	 	
              KERZNER
                INTERNATIONAL LIMITED,

               

            
	 	
              By

            
	 	 	
              /s/
                Giselle M. Pyfrom

            
	 	 	
              Name:
                Giselle M. Pyfrom

            
	 	 	
              Title:
                Authorized
                Signatory

            


    

    


    


    
      	 	
              GRANTEE,

               

            
	 	
              By

            
	 	 	
              /s/
                Howard B. Kerzner

            
	 	 	
              Howard
                B. Kerzner

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    Example
      Section 6(a)(ii)

    


    First
      Example

    


    Assume
      that the Grantee’s employment terminates on February 15, 2008 as a result of his
      resignation with Good Reason. On that date, the average closing price of the
      Common Stock for the past 30 days has been $80. The First Tranche Shares and
      Second Tranche Shares will vest because the First Target Price and Second Target
      Price ($75 and $80) have been achieved, for a total of 200,000 vested Restricted
      Shares (the “Baseline Shares”). The number of Pro-Rata Shares would be 250,000
      [500,000 x (361 
      /
      72)].

    


    The
      excess of the number of Pro-Rata Shares over the Baseline Shares would be 50,000
      shares (250,000-200,000). These 50,000 shares would be divided by the number
      of
      Tranches that have not yet vested—in this case, three, resulting in 16,6662⁄3
shares as the “New Tranche Amount.” Because the New Tranche Amount includes
      fractional shares, these shares would be aggregated and added to the Third
      Tranche (the Tranche with the lowest corresponding Target Price). Thus, the
      number of shares in the Third Tranche would become 16,668 and the number of
      shares in the Fourth and Fifth Tranches would become 16,666. These Tranches
      would continue to be eligible to become vested in accordance with Section 3
      of
      the Agreement (after taking into account the modifications set forth in the
      second proviso to the first sentence of Section 6(a)(ii)) upon achievement
      of
      the Third, Fourth and Fifth Target Prices.

    


    The
      other
      250,000 unvested Restricted Shares would be forfeited upon
      termination.

    


    Second
      Example

    


    Assume
      the same facts as the First Example above; however, assume that the Grantee’s
      employment is terminated by the Company without Cause instead of on account
      of a
      Good Reason resignation. In this case, the number of Pro-Rata Shares would
      be
      calculated as follows: [500,000 x ((362 
      + the
      Accretion Amount) / 72)]. Here the Accretion Amount would be 6, calculated
      as
      follows: [(12 x (72 - 363 ))/72].
      Thus, the number of Pro-Rata Shares would be 290,000 [500,000 x (42 /
      72)].

    


    The
      excess of the number of Pro-Rata Shares over the Baseline Shares would be 90,000
      shares (290,000-200,000). These 90,000 shares would be divided by the number
      of
      Tranches that have not yet vested—in this case, three. Thus, the number of
      shares in the 

     

     

    
      

        

        
          1  The
            number of whole months in the service period of February 15, 2005 - February
            15,
            2008.

           

        

        
          2  The
            number of whole months in the service period of February 15, 2005 - February
            15,
            2008.

           

        

        
          3  The
            number of whole months in the service period of February 15, 2005 - February
            15,
            2008.

          
 

        

      

    

    
      
         

      

      
         

        
          

        

      

      
        2

      

    


    Third,
      Fourth and Fifth Tranches would become 30,000 (90,000/3) and would be eligible
      to become vested in accordance with Section 3 of the Agreement (after taking
      into account the modifications set forth in the second proviso to the first
      sentence of Section 6(a)(ii)) upon achievement of the Third, Fourth and
      Fifth Target Prices.

    


    The
      other
      210,000 unvested Restricted Shares would be forfeited upon
      termination.

    


    Example
      Section 7

    


    Assume
      a
      Change of Control occurs after February 15, 2007 at a Deal Price of $80 and
      that
      none of the Restricted Shares have previously vested or been forfeited. The
      number of Restricted Shares that would vest would be as follows.

    


    First
      Tranche Shares: 100,000 X [($80 - $45)/($75 - $45)4 ]
      =
      100,000.

    


    Second
      Tranche Shares: 100,000 X [($80 - $45)/($80 - $45)] = 100,000.

    


    Third
      Tranche Shares: 100,000 X [($80 - $45)/($85 - $45)] = 88,000.

    


    Fourth
      Tranche Shares: 100,000 X [($80 - $45)/($90 - $45)] = 78,000. 

    


    Fifth
      Tranche Shares: 100,000 X [($80 - $45)/($95 - $45)] = 70,000.

    


    Thus,
      a
      total
      of 436,000 Restricted Shares would vest. The remaining 64,000 unvested
      Restricted Shares would be forfeited.

    


    


    
      
        
          
 4  Note
          that
          the fraction is reduced to 1.