Stock Unit Agreement for Directors



 Exhibit 10.23 
  
 STRATEGIC HOTEL CAPITAL, INC. 
 STOCK UNIT AWARD AGREEMENT 
  
 We are pleased to inform you that you have been awarded by Strategic Hotel Capital, 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 Hotel Capital, Inc. 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 is attached. 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:	  	                                      
      	  	 
			
	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 [                         provided you remain
continuously employed or in service with the Employer through such date.] [ 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


	                 [Dates]
	  	[Percentages]]

  
  
  
 (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, [your retirement from the Employer after age 60] [your Retirement], your Disability, [a Constructive Termination, or the Company’s 







 
termination of your employment [for reasons other than] [without] Cause (“NonCause Termination”)]. [For purposes of this Agreement, the terms
“Retirement,” “Disability,” “Constructive Termination” and “Cause” shall have the meanings given to such terms in your Employment Agreement made and entered into as of
                            .] [For purposes of this Agreement, “Construction Termination”
also includes termination due to the nonrenewal of the Employment Agreement by the Company prior to the Executive’s attaining age 62.] 
  

	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 the Company terminates
your employment relationship for Cause] [your employment or service relationship with the Employer terminates for any reason other than death, retirement from the Employer after age 60 or Disability], 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, [retirement from the Employer
after age 60] [Retirement] or Disability, [Constructive Termination or NonCause Termination,] 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 because of Constructive Termination or NonCause Termination, the vesting of those Units which would have vested if your employment had continued for two years following your termination of employment will
accelerate and such Units under this Stock Unit Award will become fully vested.] 
  

	3.	Change of Control 

  
 Upon a Change of Control of the Company, the vesting of your Stock Unit Award will accelerate and all Units under this Agreement shall become fully
vested. 
  

	4.	Conversion of Units into Shares of Common Stock 

  
 Except as otherwise provided by a deferral election pursuant to Section 5 of this Agreement [or as otherwise provided in the following paragraph in
connection with a Constructive Termination or a NonCause Termination], Vested Units shall be converted into shares of Common Stock and distributed to you on or about the February 15th 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 [because of death, Retirement or Disability] in accordance with Section 2. 
  
 [Except as otherwise provided by a deferral election pursuant to Section 5 of this Agreement, Unvested Units which become Vested Units solely because of
the acceleration of vesting upon a Constructive Termination or NonCause Termination shall be converted into shares of Common Stock and distributed to you on or about February 15th following the day when such Unvested Units would have become Vested Units without regard to the accelerated vesting.] 
  

 -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. 
  

	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 

  
 You shall be credited with dividend equivalents with respect to your Units under this Agreement. The Committee, in its sole discretion, may determine the
form of payment of dividend equivalents, including cash, shares of Common Stock or Units. 
  

	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 

  

 -3- 








 
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. 
  

	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. 
  
 12.4    Agreement Is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. 
  
 12.5    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. 
  

 -4- 








 12.6    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. 
  
 12.7    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. 
  
 12.8    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 – 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.]

  

 -5- 








 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 HOTEL CAPITAL, INC.
	
	 
	By:	 	 
	 	 	 Its:

	
	 
	 [Name of Grantee]