Exhibit 10.51
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE MORGANS HOTEL GROUP CO.
2006 OMNIBUS STOCK INCENTIVE PLAN
Name of Grantee:
No. of RSUs:
Grant Date:
Pursuant to the Morgans Hotel Group Co. 2006 Omnibus Stock Incentive Plan (the
"Plan") of Morgans Hotel Group Co. (the "Company"), a Delaware corporation, this
Restricted Stock Unit Award Agreement (this "Agreement") is made and entered
into as this
day of
, 2006 (the "Grant Date"), by and between
the Company and
(the "Grantee"), for the purpose of issuing to the
Grantee the number of restricted stock units ("RSUs") specified above (this
"Award") under the terms and conditions set forth herein.
1.
THE PLAN.
THIS AWARD IS MADE PURSUANT TO THE PLAN, AND THE TERMS
OF THE PLAN ARE INCORPORATED INTO THIS AGREEMENT, EXCEPT AS OTHERWISE
SPECIFICALLY STATED HEREIN.
CAPITALIZED TERMS USED IN THIS AGREEMENT THAT ARE
NOT DEFINED IN THIS AGREEMENT HAVE THE MEANINGS AS USED OR DEFINED IN THE PLAN.
REFERENCES IN THIS AGREEMENT TO ANY SPECIFIC PLAN PROVISION SHALL NOT BE
CONSTRUED AS LIMITING THE APPLICABILITY OF ANY OTHER PLAN PROVISION.
2.
AWARD.
THE COMPANY HEREBY GRANTS TO THE GRANTEE
RSUS
("EMPLOYEE RSUS") OF THE COMPANY AS COMPENSATION FOR THE GRANTEE'S SERVICE AS AN
EMPLOYEE OF THE COMPANY.
THE EMPLOYEE RSU CONSTITUTES AN UNFUNDED AND UNSECURED
PROMISE OF THE COMPANY TO DELIVER (OR CAUSE TO BE DELIVERED) TO THE GRANTEE,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, A SHARE OF COMMON STOCK
(A "SHARE") (OR CASH EQUAL TO THE FAIR MARKET VALUE THEREOF PURSUANT TO SECTION
6) ON A DELIVERY DATE (AS DEFINED BELOW) (THE SHARES THAT ARE DELIVERABLE TO THE
GRANTEE PURSUANT TO THE RSU, THE "RSU SHARES").
UNTIL SUCH DELIVERY, THE
GRANTEE HAS ONLY THE RIGHTS OF A GENERAL UNSECURED CREDITOR, AND NO RIGHTS AS A
SHAREHOLDER, OF THE COMPANY.
3.
VESTING.
EXCEPT AS PROVIDED IN SECTIONS 5 AND 6, THE GRANTEE'S
EMPLOYEE RSUS SHALL VEST IN EQUAL INSTALLMENTS OF 25% ON THE FIRST, SECOND,
THIRD AND FOURTH ANNIVERSARIES OF THE GRANT DATE (WHICH AMOUNTS MAY BE ROUNDED
TO AVOID FRACTIONAL RSU SHARES).
4.
DELIVERY.
EXCEPT AS PROVIDED IN SECTION 8, SHARES UNDERLYING THE
GRANTEE'S VESTED EMPLOYEE RSUS (OR CASH EQUAL TO THE FAIR MARKET VALUE THEREOF
PURSUANT TO SECTION 6) SHALL BE DELIVERED TO THE GRANTEE REASONABLY PROMPTLY
AFTER EACH VESTING DATE (EACH DATE, A "DELIVERY DATE" WITH RESPECT TO SUCH
VESTED EMPLOYEE RSUS).
5.
TERMINATION.
UNLESS THE COMMITTEE DETERMINES OTHERWISE, AND
EXCEPT AS PROVIDED IN SECTION 6, IF THE GRANTEE'S EMPLOYMENT TERMINATES FOR ANY
REASON BEFORE ALL OF THE GRANTEE'S EMPLOYEE RSUS HAVE VESTED, THEN THE GRANTEE'S
RIGHTS IN RESPECT OF ANY OF THE
GRANTEE'S EMPLOYEE RSUS THAT ARE NOT VESTED SHALL IMMEDIATELY TERMINATE AND SUCH
UNVESTED RSUS SHALL CEASE TO BE OUTSTANDING AND NO SHARES OR DIVIDEND EQUIVALENT
PAYMENTS WILL BE DELIVERED IN RESPECT OF SUCH UNVESTED RSUS.
6.
CHANGE IN CONTROL.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT AND THE PLAN, UPON A CHANGE IN CONTROL, ALL OF THE GRANTEE'S
OUTSTANDING EMPLOYEE