Exhibit 10.62





Exhibit 10.62




FORM OF RSU AGREEMENT (OFFICERS AND EMPLOYEES)




MORGANS HOTEL GROUP CO.

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to
shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to
the vesting conditions set forth in the attachment. Additional terms and conditions of the grant
are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007
Omnibus Incentive Plan (the “Plan”).



Grant Date: ________ __, 200_




	 	 	 	 	 	 	 	 	 
	Name of Grantee:

	 	 
	 	 	 	State of Residence:
	 	 
	 

	 	 
	 	 	 	 	 	 






Grantee’s Social Security Number: _____-____-_____




Number of Restricted Stock Units (RSUs) Covered by Grant:                     




Vesting Start Date:                     




Vesting Schedule:




	 	 	 	 	 
	 	 	Number of RSUs that vest, as	 
	 	 	a fraction of the number of	 
	Vesting Date	 	RSUs granted	 
	 
	 	 	 	 
	[The 1 year anniversary of the Vesting Start Date
	 	 	1/3	 
	 
	 	 	 	 
	The 2 year anniversary of the Vesting Start Date
	 	 	1/3	 
	 
	 	 	 	 
	The 3 year anniversary of the Vesting Start Date
	 	 	1/3	]






You agree to all of the terms and conditions described in this Agreement and in the Plan (a
copy of which will be provided on request) unless you deliver a notice in writing within 30 days of
receipt of this award agreement to the Company stating that you do not accept the terms and
conditions described in this Agreement and in the Plan. You acknowledge that you have carefully
reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement
should appear to be inconsistent with the terms of the Plan.



This is not a stock certificate or a negotiable instrument.




 


 









 







MORGANS HOTEL GROUP CO.

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




	 	 	 
	Restricted Stock Unit Transferability

	 	This grant is an award of stock
units in the number of units set
forth on the cover sheet,
subject to the vesting
conditions described below
(“Restricted Stock Units”).
Your Restricted Stock Units may
not be transferred, assigned,
pledged or hypothecated, whether
by operation of law or
otherwise, nor may the
Restricted Stock Units be made
subject to execution, attachment
or similar process.
	 
	 	 
	Definitions

	 	Capitalized terms not defined in
this Agreement are defined in
the Plan, and have the meaning
set forth in the Plan.
	 
	 	 
	Vesting

	 	Your Restricted Stock Unit grant
vests as to the number of Stock
Units indicated in the vesting
schedule on the cover sheet, on
the Vesting Dates shown on the
cover sheet, provided you are in
Service on the Vesting Date and
meet the applicable vesting
requirements set forth on the
cover sheet. No additional
Stock Units will vest after your
Service has terminated for any
reason.
	 
	 	 
	Book Entry of Stock Pursuant to Vested
Units

	 	A book entry for the vested
shares of Stock represented by
the Restricted Stock Units will
be made for you and the shares
will be credited to your account
with the plan administrator by
the Company within three (3)
days of the applicable
anniversary of the Vesting Date;
provided, that, if such Vesting
Date occurs during a period in
which you are (i) subject to a
lock-up agreement restricting
your ability to sell Stock in
the open market or (ii) are
restricted from selling Stock in
the open market because a
trading window is not available,
transfer of such vested shares
will be delayed until the date
immediately following the
expiration of the lock-up
agreement or the opening of a
trading window but in no event
beyond 21/2 months after the end
of the calendar year in which
the shares would have been
otherwise transferred.
	 
	 	 
	Forfeiture of Unvested Units

	 	In the event that your Service
terminates for any reason, you
will forfeit to the Company all
of the Restricted Stock Units
that have not yet vested or with
respect to which all applicable
restrictions and conditions have
not lapsed.






 


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	Death

	 	If your Service terminates
because of your death, then your
Restricted Stock Units shall
become 100% vested.
	 
	 	 
	Disability

	 	If your Service terminates
because of your Disability, then
your Restricted Stock Units
shall become 100% vested.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option,
your Service does not terminate
when you go on a bona fide
employee leave of absence that
was approved by the Company in
writing, if the terms of the
leave provide for continued
Service crediting, or when
continued Service crediting is
required by applicable law.
However, your Service will be
treated as terminating 90 days
after you went on employee
leave, unless your right to
return to active work is
guaranteed by law or by a
contract. Your Service
terminates in any event when the
approved leave ends unless you
immediately return to active
employee work.
	 
	 	 
	 

	 	The Company determines, in its
sole discretion, which leaves
count for this purpose, and when
your Service terminates for all
purposes under the Plan.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of
this grant, that you will make
acceptable arrangements, which
must be consistent with and
permitted by the rules and
regulations established by the
Company and the plan
administrator, to pay any
withholding or other taxes that
may be due as a result of
vesting in Restricted Stock
Units or your acquisition of
Stock under this grant. In the
event that the Company
determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to this grant, the
Company will have the right to: (i) require that you arrange
such payments to the Company, or
(ii) cause an immediate
forfeiture of shares of Stock
subject to the Restricted Stock
Units granted pursuant to this
Agreement in an amount equal to
the withholding or other taxes
due. In addition, in the
Company’s sole discretion and
consistent with the Company’s
rules and regulations, the
Company may permit you to pay
the withholding or other taxes
due as a result of the vesting
of your Restricted Stock Units
by delivery (on a form
acceptable to the Board) of an
irrevocable direction to a
licensed securities broker
selected by the Company to sell
shares of Stock and to deliver
all or part of the sales
proceeds to the Company in
payment of the withholding
taxes.






 


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	Corporate Transaction

	 	Notwithstanding the vesting
schedule set forth above, upon
the consummation of a Corporate
Transaction, this award will
become 100% vested (i) if it is
not assumed, or equivalent
awards are not substituted for
the award, by the Company or its
successor, or (ii) if assumed or
substituted for, upon your
Involuntary Termination within
the 12-month period following
the consummation of the
Corporate Transaction.
Notwithstanding any other
provision in this Agreement, if
assumed or substituted for, the
award will expire one year after
the date of termination of
Service.
	 
	 	 
	 

	 	“Involuntary Termination” means
termination of your Service by
reason of (i) your involuntary
dismissal by the Company or its
successor for reasons other than
Cause; or (ii) your voluntary
resignation for Good Reason as
defined in any applicable
employment or severance
agreement, plan, or arrangement
between you and the Company, or
if none, then as set forth in
the Plan following (x) a
substantial adverse alteration
in your title or
responsibilities from those in
effect immediately prior to the
Corporate Transaction; (y) a
material reduction in your
annual base salary as of
immediately prior to the
Corporate Transaction (or as the
same may be increased from time
to time) or a material reduction
in your annual target bonus
opportunity as of immediately
prior to the Corporate
Transaction; or (z) the
relocation of your principal
place of employment to a
location more than 35 miles from
your principal place of
employment as of the Corporate
Transaction or the Company’s
requiring you to be based
anywhere other than such
principal place of employment
(or permitted relocation
thereof) except for required
travel on the Company’s business
to an extent substantially
consistent with your business
travel obligations as of
immediately prior to the
Corporate Transaction. To
qualify as an “Involuntary
Termination” you must provide
notice to the Company of any of
the foregoing occurrences within
90 days of the initial
occurrence and the Company shall
have 30 days to remedy such
occurrence.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained or
employed by the Company (or any
Affiliates) in any capacity.
The Company (and any Affiliate)
reserve the right to terminate
your Service at any time and for
any reason.






 


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	Shareholder Rights

	 	You do not have any of the
rights of a shareholder with
respect to the Restricted Stock
Units unless and until the Stock
relating to the Restricted Stock
Units has been transferred to
you. In the event of a cash
dividend on outstanding Stock,
you will be entitled to receive
a cash payment for each
Restricted Stock Unit. The
Company may in its sole
discretion require that
dividends will be reinvested in
additional stock units at Fair
Market Value on the dividend
payment date, subject to vesting
and delivered at the same time
as the Restricted Stock Unit.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar
change in the Company stock, the
number of Restricted Stock Units
covered by this grant will be
adjusted (and rounded down to
the nearest whole number) in
accordance with the terms of the
Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Delaware, other than any
conflicts or choice of law rule
or principle that might
otherwise refer construction or
interpretation of this Agreement
to the substantive law of
another jurisdiction.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan,
the Company may process personal
data about you. Such data
includes, but is not limited to
the information provided in this
Agreement and any changes
thereto, other appropriate
personal and financial data
about you such as home address
and business addresses and other
contact information, payroll
information and any other
information that might be deemed
appropriate by the Company to
facilitate the administration of
the Plan.
	 
	 	 
	 

	 	By accepting these Restricted
Stock Units, you give explicit
consent to the Company to
process any such personal data.
You also give explicit consent
to the Company to transfer any
such personal data outside the
country in which you are
employed, including, with
respect to non-U.S. resident
grantees, to the United States,
to transferees who shall include
the Company and other persons
who are designated by the
Company to administer the Plan.






 


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	Consent to Electronic Delivery

	 	The Company may choose to
deliver certain statutory
materials relating to the Plan
in electronic form. By
accepting this grant you agree
that the Company may deliver the
Plan prospectus and the
Company’s annual report to you
in an electronic format. If at
any time you would prefer to
receive paper copies of these
documents, as you are entitled
to receive, the Company would be
pleased to provide copies.
	 
	 	 
	Electronic Signature

	 	All references to signatures and
delivery of documents in this
Agreement can be satisfied by
procedures the Company has
established or may establish for
an electronic signature system
for delivery and acceptance of
any such documents, including
this Agreement. Your electronic
signature is the same as, and
shall have the same force and
effect as, your manual
signature. Any such procedures
and delivery may be effected by
a third party engaged by the
Company to provide
administrative services related
to the Plan.
	 
	 	 
	The Plan

	 	The text of the Plan is
incorporated in this Agreement
by reference. 




This Agreement and the Plan
constitute the entire
understanding between you and
the Company regarding this grant
of Restricted Stock Units. Any
prior agreements, commitments or
negotiations concerning this
grant are superseded.







 


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