exv10w1



 






Exhibit 10.1




RESTRICTED SHARE AWARD AGREEMENT




PURSUANT TO THE VECTOR GROUP LTD.




AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN




          THIS RESTRICTED SHARE AWARD AGREEMENT, effective as of November 16, 2005, by and between
Vector Group Ltd., a Delaware corporation (the “Company”), and Howard M. Lorber (the “Executive”).




WITNESSETH:




          A. WHEREAS, the Executive serves as President and Chief Operating Officer of the Company,
pursuant to an employment agreement dated as of January 17, 2001 (the “Employment Agreement”);




          B. WHEREAS, on September 27, 2005, the Board of Directors of the Company has elected the
Executive to serve as President and Chief Executive Officer of the Company effective January 1,
2006; and




          C. WHEREAS, the Company wishes to retain the Executive by awarding him a proprietary interest
in the Company through ownership of an equity interest therein, which interest shall be subject to
the restrictions on vesting and transferability hereinafter set forth;




          NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Company and the
Executive hereby agree as follows:




     1. Share Award.



          Subject to the terms and conditions of this Agreement, the Company hereby grants to the
Executive 78,570 shares (collectively, the “Award Shares”) of its Common Stock, $.10 par value per
share (the “Common Stock”), pursuant to the Company’s Amended and Restated 1999 Long-Term Incentive
Plan as in effect and amended from time to time (the “Plan”). Except to

 









 








the extent otherwise provided herein, the Award Shares shall vest in the Executive to the extent of
19,642 shares on each of September 15, 2006 and September 15, 2007, and an additional 19,643 shares
shall so vest on each of September 15, 2008 and September 15, 2009.




     2. Issuance; Transfer Restrictions.



          Certificates for the Award Shares shall be issued in the name of the Executive as soon as
practicable after the date hereof, provided the Executive has (i) executed appropriate blank stock
powers and any other documents which the Company may reasonably require and (ii) delivered to the
Company a check for $7,857, representing the par value of the Award Shares. The certificates for
the unvested Award Shares shall be deposited, together with the stock powers, or other documents
required by the Company, with the Company. Except to the extent provided in Section 7 hereof or as
otherwise provided by the terms of this Agreement, upon deposit of such unvested Award Shares with
the Company, the Executive shall have all of the rights of a shareholder with respect to such
shares, including the right to vote the shares and to receive all dividends or other distributions,
if any, paid or made with respect to such shares. Upon vesting of any portion of the Award Shares,
the Company shall cause a stock certificate for such shares to be delivered to the Executive. No
interest in this Agreement or in any portion of the Award Shares may be sold, transferred,
assigned, pledged, encumbered or otherwise alienated or hypothecated, nor shall certificates for
any Award Shares be delivered to the Executive, except to the extent of any portion of the Award
Shares that has vested in the Executive in accordance with the terms hereof.




     3. Certificates Legended.



          In addition to any legend required by Section 8.1 of the Plan, the Executive acknowledges that
certificates for the Award Shares shall bear a legend to the following effect:





   “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT, AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.”



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          The Company shall enter in its records a notation of the foregoing legend and of the
restrictions on transfer provided therein.




     4. Termination of Employment.



          Except to the extent provided in Section 5 hereof, in the event the Executive’s employment
with the Company is terminated for any reason, any remaining balance of the Award Shares not
theretofore vested shall be forfeited by the Executive and transferred back to the Company, without
payment of any consideration by the Company.




     5. Vesting.



          In the event of (i) the death or Disability of the Executive or (ii) the occurrence of a
Change of Control of the Company, any remaining balance of the Award Shares not theretofore vested
in the Executive shall vest immediately in the Executive. For purposes of this Agreement, the term
“Change of Control” is as defined in Section 6(f) of the Employment Agreement, other than any
Change of Control arising by reason of a testamentary bequest by Bennett S. LeBow to or for the
benefit of his surviving spouse of any or all securities of the Company beneficially owned by him
as of his date of death so long as, following the bequest, the event referenced in Section 6(f)(ii)
of the Employment Agreement shall not have occurred.




     6. Adjustment of Award Shares.




          In the event of any change in the outstanding shares of the same class of shares of the
Company as the Award Shares by reason of a stock dividend, recapitalization, merger, consolidation,
split-up, subdivision, contribution or exchange of shares, or the like, the aggregate number and
kind of Award Shares shall be proportionately adjusted by the Company.




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     7. Dividend Payments.




          With respect to any unvested portion of the Award Shares, the Executive shall be entitled to
receive a payment equal to the amount that would otherwise have been paid on or after the date
hereof as dividends or other distributions on the Award Shares had such unvested portion been
vested in the Executive as of the record date for such dividend or other distribution, provided
such payment shall only be made to the Executive at the time of vesting of the unvested portion of
the Award Shares on which such dividend or other distribution was paid.




     8. Limitations.




          Nothing in this Agreement shall be construed to provide the Executive any rights whatsoever
with respect to the Award Shares except as specifically provided herein, or constitute evidence of
any agreement or understanding, express or implied, that the Company shall employ the Executive
other than as provided in the Employment Agreement.




     9. Investment Intent.



          The Executive is acquiring the Award Shares solely for his own account for investment and not
with a view to or for sale in connection with any distribution of the Award Shares or any portion
thereof and not with any present intention of selling, offering to sell or otherwise disposing of
or distributing the Award Shares or any portion thereof in any transaction other than a transaction
registered under or exempt from registration under the Securities Act of 1933, as amended. The
Executive further represents that the entire legal and beneficial interest of the Award Shares
shall be held (subject to the terms hereof) for the Executive’s account only and neither in whole
or in part for any other person.




     10. Tax Withholding.



          The Company may, in its discretion, require the Executive to pay to the Company, at the time
any portion of the Award Shares vests in the Executive or any amounts are paid under

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Section 7, an amount that the Company deems necessary to satisfy its obligations to withhold
federal, state or local income or other taxes incurred by reason thereof.




     11. Incorporation by Reference; Plan Document Receipt.



          This Agreement is subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to time unless such
amendments are expressly intended not to apply to the award provided hereunder), all of which terms
and provisions are made a part of and incorporated in this Agreement as if they were expressly set
forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is
ascribed thereto in the Plan. The Executive hereby acknowledges receipt of a true copy of the Plan
and that the Executive has read the Plan carefully and fully understands its content. In the event
of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan
shall control.




     12. Miscellaneous.



          a. The parties agree to execute such further instruments and to take such further action as
may reasonably be necessary to carry out the intent of this Agreement.




          b. All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by hand or overnight delivery service or
mailed within the continental United States by first class, certified mail, return receipt
requested, to the applicable party and addressed as follows:



if to the Company:


Vector Group Ltd.

100 S.E. Second Street, 32nd Floor

Miami, Florida 33131


Attn: Vice President

and General Counsel



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if to the Executive:


Howard M. Lorber

70 East Sunrise Highway

Suite 411

Valley Stream, New York 11581


Addresses may be changed by notice in writing signed by the addressee.




          c. This Agreement shall not entitle the Executive to any preemptive rights to subscribe to any
securities of any kind hereinafter issued by the Company.




          d. This Agreement shall inure to the benefit of the successors and assigns of the Company and,
subject to the restrictions on the Executive herein set forth, be binding upon and inure to the
benefit of the Executive, his heirs, executors, administrators, successors and assigns.




          e. This Agreement contains the entire agreement between the parties hereto with respect to the
subject matter contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter. The Board or the
Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time
to time in accordance with and as provided in the Plan; provided, however, that no
such modification or amendment shall materially adversely affect the rights of the Executive under
this Agreement without the consent of the Executive. The Company shall give notice to the
Executive of any such modification or amendment of this Agreement as soon as practicable after the
adoption thereof. This Agreement may also be modified or amended by a writing signed by both the
Company and the Executive.




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




	 	 	 	 	 
	 	VECTOR GROUP LTD.

 	 
	 	By:  	/s/ Richard J. Lampen
 	 
	 	 	Richard J. Lampen 	 
	 	 	Executive Vice President 	 
	 
	 	 	 
	 	     /s/ Howard M. Lorber
 	 
	 	Howard M. Lorber 	 
	 	 	 
	 




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