Exhibit 10.64





Exhibit 10.64




FORM OF STOCK OPTION AGREEMENT




Option No.: _______




MORGAN HOTELS GROUP CO.

AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT




Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below.
Additional terms and conditions of the grant are set forth in this cover sheet and in the
attachment (collectively the “Agreement”), and in the Company’s Amended and Restated 2007 Omnibus
Incentive Plan (the “Plan”).



Grant Date: __________________, 200__




Name of Optionee: _________________________________________________




Optionee’s Employee Identification Number: _____-____-_____




Number of Shares Covered by Option: ______________




Option Price per Share: $______.___ (At least 100% of Fair Market Value)




Vesting Start Date: _________________, ____




By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. 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 Plan. Certain capitalized terms used
in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.



	 	 	 	 	 	 	 
	Optionee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






This is not a stock certificate or a negotiable instrument.




 


 









 







MORGAN HOTELS GROUP CO.

2007 AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	Incentive Stock Option

	 	This option is intended to be an
incentive stock option under
Section 422 of the Internal Revenue
Code and will be interpreted
accordingly. If you cease to be an
employee of the Company, its parent
or a subsidiary (“Employee”) but
continue to provide Service, this
option will be deemed a
nonstatutory stock option three
months after you cease to be an
Employee. In addition, to the
extent that all or part of this
option exceeds the $100,000 rule of
section 422(d) of the Internal
Revenue Code, this option or the
lesser excess part will be deemed
to be a nonstatutory stock option.
	 
	 	 
	Vesting

	 	This option is only exercisable
before it expires and then only
with respect to the vested portion
of the option. Subject to the
preceding sentence, you may
exercise this option, in whole or
in part, to purchase a whole number
of vested shares not less than 100
shares, unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.
	 
	 	 
	 

	 	Your right to the Stock under this
Incentive Stock Option Agreement
vests as to [one-third (1/3rd) of
the total number of shares of Stock
covered by this grant, as shown on
the cover sheet, each year on each
of the first three one-year
anniversaries of the Vesting Start
Date], provided you then continue
in Service. The resulting
aggregate number of vested shares
will be rounded down to the nearest
whole number, and you cannot vest
in more than the number of shares
covered by this option. 




No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	 	 
	Term

	 	Your option will expire in any
event at the close of business at
Company headquarters on the day
before the 10th anniversary of the
Grant Date, as shown on the cover
sheet. Your option will expire
earlier if your Service terminates,
as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any
reason, other than death,
Disability or Cause, then your
option will expire at the close of
business at Company headquarters on
the 90th day after your termination
date.






 


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	Termination for
Cause

	 	If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.
	 
	 	 
	Death

	 	If your Service terminates because
of your death, then your option
will expire at the close of
business at Company headquarters on
the date twelve (12) months after
the date of death. During that
twelve month period, your estate or
heirs may exercise the vested
portion of your option.




In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.
	 
	 	 
	Disability

	 	If your Service terminates because
of your Disability, then your
option will expire at the close of
business at Company headquarters on
the date twelve (12) months after
your termination date.
	 
	 	 
	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.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares
of Stock should be registered (e.g.
in your name only or in your and
your spouse’s names as joint
tenants with right of
survivorship). The notice will be
effective when it is received by
the Company.
	 
	 	 
	 

	 	If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.






 


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	Form of Payment

	 	When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:
	 
	 	 
	 

	 	• Cash, your personal check,
a cashier’s check, a money order or
another cash equivalent acceptable
to the Company.
	 
	 	 
	 

	 	• Shares of Stock which have
already been owned by you and which
are surrendered to the Company.
The value of the shares, determined
as of the effective date of the
option exercise, will be applied to
the option price.
	 
	 	 
	 

	 	• By delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to
deliver all or part of the sale
proceeds to the Company in payment
of the aggregate option price and
any withholding taxes.
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that
any federal, state, local or
foreign tax or withholding payment
is required relating to the
exercise or sale of shares arising
from this grant, the Company shall
have the right to require such
payments from you, or withhold such
amounts from other payments due to
you from the Company or any
Affiliate. Subject to the prior
approval of the Company, which may
be withheld by the Company, in its
sole discretion, you may elect to
satisfy this withholding
obligation, in whole or in part, by
causing the Company to withhold
shares of Stock otherwise issuable
to you or by delivering to the
Company shares of Stock already
owned by you. The shares of Stock
so delivered or withheld must have
an aggregate Fair Market Value
equal to the withholding obligation
and may not be subject to any
repurchase, forfeiture, unfulfilled
vesting, or other similar
requirements.
	 
	 	 
	Corporate Transaction

	 	Notwithstanding the vesting
schedule set forth above, upon the
consummation of a Corporate
Transaction, this option will
become 100% vested (i) if it is not
assumed, or equivalent options are
not substituted for the options, by
the Company or its successor, or
(ii) 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 option will
expire one year after the date of
termination.






 


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	 	“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
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.
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You
cannot transfer or assign this
option. For instance, you may not
sell this option or use it as
security for a loan. If you
attempt to do any of these things,
this option will immediately become
invalid. You may, however, dispose
of this option in your will or it
may be transferred upon your death
by the laws of descent and
distribution.
	 
	 	 
	 

	 	Regardless of any marital property
settlement agreement, the Company
is not obligated to honor a notice
of exercise from your spouse, nor
is the Company obligated to
recognize your spouse’s interest in
your option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this
Agreement give you the right to be
retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for
your option’s shares has been
issued (or an appropriate book
entry has been made). No
adjustments are made for dividends
or other rights if the applicable
record date occurs before your
stock certificate is issued (or an
appropriate book entry has been
made), except as described in the
Plan.






 


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	Forfeiture of Rights

	 	If during your term of Service you
should take actions in competition
with the Company, the Company shall
have the right to cause a
forfeiture of your rights,
including, but not limited to, the
right to cause: (i) a forfeiture of
any outstanding option, and
(ii) with respect to the period
commencing twelve (12) months prior
to your termination of Service with
the Company and ending twelve (12)
months following such termination
of Service (A) a forfeiture of any
gain recognized by you upon the
exercise of an option or (B) a
forfeiture of any Stock acquired by
you upon the exercise of an option
(but the Company will pay you the
option price without interest).
Unless otherwise specified in an
employment or other agreement
between the Company and you, you
take actions in competition with
the Company if you directly or
indirectly, own, manage, operate,
join or control, or participate in
the ownership, management,
operation or control of, or are a
proprietor, director, officer,
stockholder, member, partner or an
employee or agent of, or a
consultant to any business, firm,
corporation, partnership or other
entity which competes with any
business in which the Company or
any of its Affiliates is engaged
during your employment or other
relationship with the Company or
its Affiliates or at the time of
your termination of Service. Under
the prior sentence, ownership of
less than 1% of the securities of a
public company shall not be treated
as an action in competition with
the Company.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your option shall be
subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such
corporate activity 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.
	 
	 	 
	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 option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.






 


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	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 this option, 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 work or are employed,
including, with respect to non-U.S.
resident Optionees, to the United
States, to transferees who shall
include the Company and other
persons who are designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials
relating to the Plan in electronic
form. By accepting this option
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, the Company
would be pleased to provide copies.
	 
	 	 
	Certain Dispositions

	 	If you sell or otherwise dispose of
Stock acquired pursuant to the
exercise of this option sooner than
the one year anniversary of the
date you acquired the Stock, then
you agree to notify the Company in
writing of the date of sale or
disposition, the number of share of
Stock sold or disposed of and the
sale price per share within 30 days
of such sale or disposition.
	 
	 	 
	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.






By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




 


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