Exhibit 10.61





Exhibit 10.61




FORM OF RSU AGREEMENT (DIRECTORS)




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	]






By signing this cover sheet, 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). 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.



	 	 	 	 	 	 	 
	Grantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






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 in any manner
other than by will, by laws of
descent and distribution, by
instruments to an inter vivos
testamentary trust or by gift to
Family Members, which shall
include for purposes of this
Agreement a family limited
partnership or any similar
entity which is primarily for
your benefit or for your Family
Members. These terms shall be
binding upon your executors,
administrators, successors and
assigns.
	 
	 	 
	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.
	 
	 	 
	Share Delivery Pursuant to Vested Units

	 	Shares underlying the vested
shares of Stock represented by
the Restricted Stock Units will
be delivered to you by the
Company upon the termination of
your Service.
	 
	 	 
	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.
	 
	 	 
	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.






 


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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.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained 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.
	 
	 	 
	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 delivered 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 New
York, 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.






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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