STUDIO PLUS HOTELS, INC.
1995 STOCK INCENTIVE PLAN
STUDIO PLUS HOTELS, INC.
1995 STOCK INCENTIVE PLAN
ARTICLE I
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the
Committee that is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary" or "parent" corporation
(within the meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any
amendment or supplement thereto) between the Company and a
Participant specifying the terms and conditions of an award of
Performance Shares or Restricted Stock or of an Option or SAR
granted to such Participant.
1.04. Associate, with respect to any Person, is defined in Rule
12b-2 of the General Rules and Regulations under the Exchange
Act. An Associate does not include the Company or a majority-
owned subsidiary of the Company. 1.05. Board means the Board of
Directors of the Company.
1.06. Change in Control means (a) a change in control of the
Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the
Exchange Act occurs; or (b) any of the following events occur
after the closing of the initial public offering of Common Stock
of the Company:
(1) any Person (other than Norwood Cowgill, Jr. or one of
his Direct Heirs), considered alone or together with all Control
Affiliates and Associates of such Person, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of (A) twenty-five percent (25%) or
more of the combined voting power of the Company's then
outstanding voting securities; or (B) a percent of the combined
voting power of the Company's then outstanding voting securities
which is greater than the percent of the combined voting power of
the Company's then outstanding voting securities "beneficially"
owned by Norwood Cowgill, Jr. and his Direct Heirs. For purposes
of this section 1.05, Direct Heirs shall mean the wife and three
children of Norwood Cowgill, Jr.;
(2) individuals who are Directors at the beginning of the
calendar year cease for any reason (other than death, disability
or voluntary resignation) to constitute a majority of the Board;
(3) Norwood Cowgill, Jr. ceases to be a member of the
Board (other than by his death, disability or voluntary
resignation);
(4) the Company's shareholders approve an agreement to
merge or consolidate the Company with another corporation or
entity (other than a corporation or entity more than fifty
percent (50%) of which is controlled by, or is under common
control with, the Company);
(5) Norwood Cowgill, Jr. is the beneficial owner of less
than twenty percent (20%) of the combined voting power of the
Company's then outstanding securities, and any individual who is
nominated by the Board for election to the Board fails to be so
elected as a direct or indirect result of a proxy contest or
contested election for one or more positions on the Board;
(6) the Company, or a wholly owned subsidiary of the
Company, in either case together with any employee benefit plan
maintained by the Company or such subsidiary for the exclusive
benefit of the employees of the Company or such subsidiary, shall
cease to directly own and control, of record and beneficially, at
least eighty percent (80%) of each class of capital stock of
Studio Plus Properties, Inc.; provided, however, that a Change in
Control shall not occur under this subsection (6) upon (i) the
merger of Studio Plus, Inc. into the Company, (ii) the merger of
Studio Plus Properties, Inc. into the Company, or (iii) the
merger of Studio Plus Properties, Inc. into another wholly owned
subsidiary of the Company;
(7) the Company's shareholders approve the sale,
assignment or transfer of all or substantially all of the
Company's or Studio Plus Properties, Inc.'s assets but the
majority of the shares of Common Stock held by Norwood Cowgill,
Jr., his estate, a trust established by him, or his Direct Heirs
are voted against such approval; or
(8) the Company's shareholders approve the liquidation or
dissolution of the Company or Studio Plus Properties, Inc., but
the majority of the shares of Common Stock held by Norwood
Cowgill, Jr., his estate, a trust established by him, or his
Direct Heirs are voted against such approval.
1.07. Code means the Internal Revenue Code of 1986, as amended
and as in effect from time to time.
1.08. Committee means the Compensation Committee of the Board
which shall be comprised solely of two or more individuals who
allow the Committee to satisfy the requirements of Securities and
Exchange Commission Rule 16b-3(c)(2)(i). The Committee shall be
appointed by the Board.
1.09. Common Stock means the common stock of the Company.
1.10. Company means Studio Plus Hotels, Inc.
1.11. Control Affiliate, with respect to any Person, means an
affiliate as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act. 1.12. Control Change Date
means the date on which a Change in Control occurs. If a Change
in Control occurs on account of a series of transactions, the
Control Change Date is the date of the last of such transactions
which causes the Change in Control to occur.
1.13. Corresponding SAR means an SAR that is granted in relation
to a particular Option and that can be exercised only upon the
surrender to the Company, unexercised, of that portion of the
Option to which the SAR relates. 1.14. Exchange Act means the
Securities Exchange Act of 1934, as amended and as in effect from
time to time.
1.15. Fair Market Value means, on any given date, the current
fair market value of a share of Common Stock as determined
pursuant to subsection (a), (b) or (c) below.
(a) While the Company is a Non-Public Company, Fair
Market Value shall be determined by the Board using any
reasonable method in good faith.
(b) While the Company is a Public Company, Fair Market
Value shall be determined as follows: if the Common Stock is not
listed on an established stock exchange, Fair Market Value shall
be the average of the final bid and asked quotations on the over-
the-counter market in which the Common Stock is traded or, if
applicable, the reported "closing" price of a share of Common
Stock in the New York over-the-counter market as reported by the
National Association of Securities Dealers, Inc. If the Common
Stock is listed on an established stock exchange or exchanges,
Fair Market Value shall be deemed to be the highest closing price
of a share of Common Stock reported on that stock exchange or
exchanges. In any case, if no sale of Common Stock is made on
any stock exchange or over-the-counter market on that date, then
Fair Market Value shall be determined as of the next preceding
day on which there was a sale. For purposes of this definition,
the term "Public Company" means an entity that has sold
securities pursuant to an effective registration statement on
Form S-1 filed pursuant to the Securities Act of 1933, as amended
and the term "Non-Public Company" means an entity that has never
sold securities pursuant to an effective registration statement
on Form S-1 filed pursuant to the Securities Act of 1933, as
amended.
(c) Notwithstanding the foregoing, Fair Market Value on
the effective date of the registration statement relating to the
initial public offering of the Company shall be the initial
public offering price of the Common Stock. 1.16. Family Members
means a Participant's spouse, children and grandchildren. 1.17.
Initial Value means, with respect to a Corresponding SAR, the
option price per share of the related Option and, with respect to
an SAR granted independently of an Option, the Fair Market Value
of one share of Common Stock on the date of grant.
1.18. Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common
Stock at the price set forth in an Agreement.
1.19. Participant means an employee of the Company or an
Affiliate, including an employee who is a member of the Board, or
other individual who satisfies the requirements of Article IV and
is selected by the Administrator to receive an award of
Performance Shares or Restricted Stock, an Option, an SAR, or a
combination thereof.
1.20. Performance Shares means an award which, in accordance
with, and subject to, an Agreement, will entitle the Participant,
or his estate or beneficiary in the event of the Participant's
death, to receive cash, a Stock Award or a combination thereof.
1.21. Person has the meaning given that word in Sections 13(d)
and 14(d) of the Exchange Act.
1.22. Plan means the Studio Plus Hotels, Inc. 1995 Stock
Incentive Plan.
1.23. Restricted Stock means Common Stock awarded to a
Participant under Article IX and that is nontransferable and
subject to a substantial risk of forfeiture. Shares of Common
Stock shall cease to be Restricted Stock when, in accordance with
the terms of Article IX and the applicable Agreement, they become
transferable and free of substantial risks of forfeiture.
1.24. SAR means a stock appreciation right that entitles the
holder to receive, with respect to each share of Common Stock
encompassed by the exercise of such SAR, the amount determined by
the Administrator and specified in an Agreement. In the absence
of such specification, the holder shall be entitled to receive,
with respect to each share of Common Stock encompassed by the
exercise of such SAR, the excess of the Fair Market Value on the
date of exercise over the Initial Value. References to "SARs"
include both Corresponding SARs and SARs granted indepen-dently
of Options, unless the context requires otherwise.
1.25. Stock Award means Common Stock issued to a Participant in
full or partial settlement of an award of Performance Shares.
1.26. Ten Percent Shareholder means any individual owning more
than ten per-cent (10%) of the total combined voting power of all
classes of stock of the Company or an Affiliate. A Participant
shall be considered to own any voting stock owned (directly or
indirectly) by or for his brothers, sisters, spouse, ancestors or
lineal descendants and an individual shall be considered to own
proportionately any voting stock owned (directly or indirectly)
by or for a corporation, partnership, estate or trust of which
such individual is a shareholder, partner or beneficiary.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and its
Affiliates in recruiting and retaining key employees by enabling
such persons to participate in the future success of the Company
and its Affiliates and to associate their interests with those of
the Company and its shareholders. The Plan is intended to permit
the award of Performance Shares and Restricted Stock, the grant
of SARs and the grant of both Options qualifying under Section
422 of the Code ("incentive stock options") and Options not so
qualifying. No Option that is intended to be an incentive stock
option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale
of Common Stock pursuant to this Plan shall be used for general
corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The
Administrator shall have authority to award Performance Shares
and Restricted Stock and to grant Options and SARs upon such
terms (not inconsistent with the provisions of this Plan) as the
Administrator may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan) on the
exercisability of all or any part of an Option or SAR or on the
transferability or forfeitability of Restricted Stock or
Performance Shares. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at
which any Option or SAR may be exercised. In addition, the
Administrator shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the
Administrator shall not be construed as limiting any power or
authority of the Administrator. Any decision made, or action
taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive.
Neither the Administrator nor any member of the Committee shall
be liable for any act done in good faith with respect to this
Plan or any Agreement, Option or SAR or any award of Restricted
Stock or Performance Shares. All expenses of administering this
Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or
more officers of the Company all or part of the Committee's
authority and duties with respect to grants and awards to
individuals who are not subject to the reporting and other
provisions of Section 16 of the Exchange Act. The Committee may
revoke or amend the terms of a delegation at any time but such
action shall not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the terms of the
Plan.
ARTICLE IV
ELIGIBILITY
4.01. General. Any employee of the Company or an Affiliate,
including an employee who is a member of the Board, is eligible
to participate in this Plan if the Administrator, in its sole
discretion, determines that such person has contributed
significantly or can be expected to contribute significantly to
the profits or growth of the Company or an Affiliate. Each
individual who provides services to the Company or an Affiliate,
other than solely in his or her capacity as a Director of the
Company or an Affiliate, also may be selected to participate in
this Plan. A member of the Committee may not participate in this
Plan during the time that his participation would prevent the
Committee from being "disinterested" for purposes of Securities
and Exchange Commission Rule 16b-3 as in effect from time to
time.
4.02. Grants. The Administrator will designate individuals to
whom awards of Restricted Stock and Performance Shares are to be
made and to whom Options and SARs are to be granted and will
specify the number of shares of Common Stock subject to each
award or grant. An Option may be granted with or without a
related SAR. An SAR may be granted with or without a related
Option. All awards of Restricted Stock and Performance Shares
and all Options and SARs granted under this Plan shall be
evidenced by Agreements, which shall be subject to the applicable
provisions of this Plan and to such other provisions as the
Administrator may adopt. No Participant may be granted incentive
stock options or related SARs (under all incentive stock option
plans of the Company or an Affiliate) which are first exercisable
in any calendar year for stock having an aggregate Fair Market
Value (determined as of the date an Option is granted) that
exceeds $100,000. The preceding annual limitation shall not
apply with respect to Options that are not incentive stock
options. No Participant may be granted, in any calendar year,
Options for more than 250,000 shares of Common Stock or SARs for
more than 250,000 shares of Common Stock. For purposes of the
preceding sentence, an Option and Corresponding SAR shall be
treated as a single award. No Participant may be awarded, in any
calendar year, Restricted Stock for more than 50,000 shares of
Common Stock. No Participant may be awarded, in any calendar
year, Performance Shares with respect to more than 25,000 shares
of Common Stock.
ARTICLE V
STOCK SUBJECT TO PLAN
Upon the award of shares of Common Stock in accordance
with an award of Restricted Stock or Performance Shares, the
Company may issue shares of Common Stock from its authorized but
unissued Common Stock. Upon the exercise of any Option or SAR,
the Company may deliver to the Participant (or the Participant's
broker if the Participant so directs), shares of Common Stock
from its authorized but unissued Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued
under this Plan is 500,000 shares, subject to adjustment as
provided in Article XI. The maximum aggregate number of shares
of Common Stock that may be issued under this Plan pursuant to an
award of Restricted Stock and in full or partial settlement of an
award of Performance Shares is 100,000 shares, subject to
adjustment as provided in Article XI. If an Option is
terminated, in whole or in part, for any reason other than its
exercise or the exercise of a Corresponding SAR, the number of
shares of Common Stock allocated to the Option or portion thereof
may be reallocated to other Options, SARs, Restricted Stock and
Performance Shares to be granted under this Plan. If an SAR is
terminated, in whole or in part, for any reason other than its
exercise or the exercise of a related Option, the number of
shares of Common Stock allocated to the SAR or portion thereof
may be reallocated to other Options or SARs or awards of
Restricted Stock or Performance Shares to be granted under this
Plan. To the extent that an award of Performance Shares is
forfeited, in whole or in part, without the issuance of a Stock
Award, the number of shares of Common Stock allocated to the
portion of the forfeited Performance Share award may be
reallocated to other Options and SARs and awards of Restricted
Stock and Performance Shares to be granted under this Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the
exercise of an Option shall be determined by the Administrator on
the date of grant; provided, however, that the price per share
for Common Stock purchased on the exercise of any Option shall
not be less than the Fair Market Value on the date the Option is
granted and provided, further, however, that, in the case of an
incentive stock option granted to a Participant who is a Ten
Percent Shareholder on the date such incentive stock option is
granted, the price per share shall not be less than 110% of such
Fair Market Value.
ARTICLE VII
EXERCISE OF OPTIONS AND SARS
7.01. Maximum Option or SAR Period. The maximum period in which
an Option or SAR may be exercised shall be determined by the
Administrator on the date of grant; provided, however, that no
Option that is an incentive stock option or its Corresponding SAR
shall be exercisable after the expiration of ten years from the
date such Option was granted and provided, further, however, that
in the case of an incentive stock option or its Corresponding SAR
granted to a Participant who is a Ten Percent Shareholder, such
Option and Corresponding SAR shall not be exercisable after the
expiration of five years from the date of grant. The terms of
any Option that is an incentive stock option or Corresponding SAR
may provide that it is exercisable for a period less than such
maximum periods.
7.02. Nontransferability. Except as provided in Section 7.03,
each Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution. During the lifetime of the Participant to whom the
Option or SAR is granted, the Option or SAR may be exercised only
by the Participant. No right or interest of a Participant in any
Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.03 Transferable Options and SARs. Section 7.02 to the
contrary notwithstanding, a Participant may transfer an Option or
SAR (other than an incentive stock option or a Corresponding SAR
that relates to an incentive stock option), with respect to all
or part of the shares of Common Stock subject to the Option or
SAR, to one or more of the Participant's Family Members, to a
trust for the benefit of such Family Members, or to a partnership
in which such Family Members are the only partners if (a) no
consideration is received by the Participant in exchange for the
Option or SAR, and (b) the Agreement evidencing the Option or SAR
expressly provides for transfers described in this sentence and
is approved by the Committee. In addition to transfers described
in the preceding sentence the Administrator may grant Options or
SARs (other than an incentive stock option or Corresponding SAR
that relates to an incentive stock options) that are transferable
on other terms and conditions as may be permitted under
Securities Exchange Commission Rule 16b-3 as in effect from time
to time. The holder of an Option or SAR transferred pursuant to
this section shall be bound by the same terms and conditions that
governed the Option or SAR during the period it was held by the
Participant. In the event of a transfer described in this
paragraph, an Option and any Corresponding SAR that relates to
such Option must be transferred to the same person or persons.
7.04 Change in Control. Subject to the provisions of Section
13.07, after a Control Change Date each Option or SAR shall be
fully exercisable, in whole or in part, thereafter in accordance
with the terms of the applicable Agreement.
7.05. Assumption of or Payment for Options and SARs. As to each
Option or SAR granted under this Plan outstanding on consummation
of a reorganization, merger, consolidation or other business
combination (a "Merger") of the Company with one or more
corporations in which the Company is not the surviving
corporation or in which the Company is the surviving corporation,
but, in connection with which, outstanding shares of Common Stock
are changed into or exchanged for stock or other securities of
any entity, cash or any other property, the surviving
corporation, by written provision or operation of law, shall
promptly: either, as determined by the Board prior to
the Merger, (a) amend this Plan and any applicable
Agreements to provide (1) for each outstanding Option, a
new option to purchase common stock, and for each
outstanding SAR (including Corresponding SARs) a new stock
appreciation right with respect to common stock, of the surviving
corporation (or an Affiliate thereof) that is listed or
admitted to trading on the New York Stock Exchange,
another national securities exchange or the National
Association of Securities Dealers Automated Quotation National
Market System, with appropriate fair adjustments to the terms
of the option or stock appreciation right to prevent the
enlargement or dilution of rights of Participants, in
which event this Plan and any applicable Agreements shall
continue in all other respects in the manner and under the
terms provided herein, or (b) cancel any applicable Agreement by
paying each Participant in cash, for each share of Common
Stock subject to an Option or SAR, the excess of the
highest price paid for a share of Common Stock in the
Merger over (1) the exercise price for a share of Common
Stock covered by an Option or (2) the Initial Value of an SAR
granted to such Participant pursuant to this Plan; provided,
however, that for purposes of this subsection (b), an
Option and its Corresponding SAR shall be treated as a
single award, and the holder of an Option and
Corresponding SAR shall be entitled to a single payment pursuant
to this subsection (b) with respect to such award.
To the extent reasonably practical, the Company shall give
the Participant notice of the occurrence of any event described
in this Section 7.05.
ARTICLE VIII
METHOD OF EXERCISE
8.01. Exercise. Subject to the provisions of Articles VII and
XI, an Option or SAR may be exercised in whole at any time or in
part from time to time at such times and in compliance with such
requirements as the Administrator shall deter-mine; provided,
however, that a Corresponding SAR that is related to an incentive
stock option may be exercised only to the extent that the related
Option is exercis-able and only when the Fair Market Value
exceeds the option price of the related Option. An Option or SAR
granted under this Plan may be exercised with respect to any
number of whole shares less than the full number of whole shares
for which the Option or SAR could be exercised. A partial
exercise of an Option or SAR shall not affect the right to
exercise the Option or SAR from time to time in accordance with
this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option or related to the SAR.
The exercise of either an Option or Corresponding SAR shall
result in the termination of the other to the extent of the
number of shares with respect to which the Option or
Corresponding SAR is exercised.
8.02. Payment. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in a single sum, in
cash or a cash equivalent acceptable to the Administrator. If
the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the
Company. If Common Stock is used to pay all or part of the
Option price, any shares surrendered must have an aggregate Fair
Market Value (determined as of the day preceding the date of
exercise) that, together with any cash or cash equivalent paid,
is not less than the Option price for the number of shares for
which the Option is being exercised.
8.03. Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. At the Administrator's discretion, the amount
payable as a result of the exercise of an SAR may be settled in
cash, Common Stock, or a combination of cash and Common Stock. A
fractional share shall not be deliverable upon the exercise of an
SAR but a cash payment will be made in lieu thereof.
8.04. Shareholder Rights. No Participant shall have any rights
as a stockholder with respect to shares subject to his Option or
SAR until the issuance of such shares to the Participant pursuant
to the exercise of such Option or SAR.
ARTICLE IX
RESTRICTED STOCK AWARDS
9.01. Awards. In accordance with the provisions of Section
4.01, the Administrator will designate each individual to whom an
award of Restricted Stock is to be made and, subject to the
provisions of Section 4.02, will specify the number of shares of
Common Stock covered by each such award.
9.02. Vesting. Subject to the provisions of Section 9.03, the
shares of Common Stock covered by an award of Restricted Stock
shall remain nontransferable and forfeitable until such
conditions as the Administrator, in its discretion, shall
prescribe in the Agreement have been satisfied. The
determination as to whether such conditions have been satisfied
shall be made by the Administrator, and such determination shall
be conclusive.
9.03. Minimum Vesting Period. In cases where the Administrator
has prescribed, in the Agreement, that certain performance
objectives must be satisfied in order for Restricted Stock to
become transferable and nonforfeitable, the performance period
shall be at least one year. By way of example and not
limitation, such performance objectives may be stated with
respect to earnings per share of Common Stock, the Company's
return on assets, or Fair Market Value. In all other cases,
shares covered by an award of Restricted Stock shall become
transferable and nonforfeitable no sooner than three years after
the award date.
9.04. Change in Control. Subject to the provisions of Section
13.07, after a Control Change Date each award of Restricted Stock
(if not sooner transferable and nonforfeitable) will become
transferable and nonforfeitable thereafter in accordance with the
terms of the applicable Agreement.
9.05 Shareholder Rights. In accordance with the terms of the
Agreement, a Participant will have all rights of a shareholder
with respect to shares covered by an award of Restricted Stock,
including the right to receive dividends and vote the shares;
provided, however, that (a) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of shares of
Restricted Stock, (b) the Company shall retain custody of the
certificates evidencing shares of Restricted Stock, and (c) the
Participant will deliver to the Company a stock power, endorsed
in blank, with respect to each award of Restricted Stock. The
limitations set forth in the preceding sentence shall not apply
after the shares of Common Stock granted cease to be Restricted
Stock.
ARTICLE X
PERFORMANCE SHARE AWARDS
10.01. Award. In accordance with the provisions of Section 4.01,
the Administrator will designate individuals to whom an award of
Performance Shares is to be granted and, subject to the
provisions of Section 4.02, will specify the number of shares of
Common Stock covered by the award.
10.02. Earning the Award. An award of Performance Shares, or
portion thereof, will be earned, and the Participant will be
entitled to receive Common Stock pursuant to a Stock Award, a
cash payment or a combination thereof, only upon the achievement
by the Participant, the Company, or an Affiliate of such
performance objectives as the Administrator, in its discretion,
shall prescribe on the date of grant. By way of example and not
limitation, such performance objectives may be stated with
respect to earnings per share of Common Stock, the Company's
return on assets, or Fair Market Value. The determination as to
whether such objectives have been achieved shall be made by the
Administrator, and such determination shall be conclusive;
provided, however, that the period in which such performance is
measured shall be at least one year.
10.03. Payment. In the discretion of the Administrator, the
amount payable when an award of Performance Shares is earned may
be settled in cash, by the grant of a Stock Award or a
combination of cash and a Stock Award. The aggregate Fair Market
Value of the Common Stock received pursuant to a Stock Award,
together with any cash paid, shall be equal to the aggregate Fair
Market Value, on the date the Performance Shares are earned, of a
number of shares of Common Stock equal to each Performance Share
earned. A fractional share shall not be deliverable when an
award of Performance Shares is earned, but a cash payment will be
made in lieu thereof.
10.04. Change in Control. Subject to the provisions of Section
13.07, each Performance Share shall be earned in its entirety and
converted into a Stock Award as of a Control Change Date, and,
Section 10.02 to the contrary notwithstanding, each such Stock
Award will become transferable and nonforfeitable thereafter in
accordance with the terms of the applicable Agreement.
10.05. Shareholder Rights. No Participant shall have, as a
result of receiving an award of Performance Shares, any rights as
a shareholder until and to the extent that the award of
Performance Shares is earned and a Stock Award is made. If the
Agreement so provides, a Participant may receive a cash payment
equal to the dividends that would have been payable with respect
to the number of shares of Common Stock covered by the award
between (a) the date that the Performance Shares are awarded and
(b) the date that a Stock Award, cash settlement, or combination
thereof is made pursuant to the Performance Share award. A
Partici-pant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of a Performance Share award or
the right to receive Common Stock thereunder other than by will
or the laws of descent and distribution. After an award of
Performance Shares is earned and a Stock Award is made, a
Participant will have all the rights of a shareholder with
respect to the Common Stock so awarded.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
In the event the outstanding shares of Common Stock are
hereafter increased or decreased or changed into or exchanged for
a different number or kind of stock or other securities of the
Company or stock or other securities of another corporation, by
reason of a reorganization, merger, consolidation,
recapitalization, reclassification, split-up, dividend payment in
stock, or otherwise, (a) the maximum number of shares as to which
Options, SARs, and awards of Restricted Stock and Performance
Shares may be granted under this Plan shall be proportionately
adjusted; and (b) appropriate adjustment shall be made in the
number and kind of shares as to which (1) outstanding Options and
SARs, or portions thereof, then unexercised, shall be
exercisable, and (2) outstanding awards of Restricted Stock and
Performance Shares, then unvested, shall relate, to the end that
the proportionate interest in the Company available to a
Participant upon exercise of his or her Option or SAR or vesting
of his or her award of Restricted Stock or Performance Shares
shall be maintained as before the occurrence of such event. With
respect to outstanding Options and SARs, such adjustment shall be
made without change in the total price applicable to the
unexercised portion of an Option or SAR but with an appropriate
adjustment in the per share Option price or exercise price of an
SAR. In no event shall such adjustment in the number and kind of
shares subject to outstanding Options or SARs or to which
unvested awards of Restricted Stock or Performance Shares relate
(including any adjustment in the exercise price of an Option or
SAR) give a Participant any additional benefits under this Plan
or the applicable Agreement.
The issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be
made with respect to, outstanding Options or SARs or awards of
Restricted Stock or Performance Shares.
The Committee may grant awards of Restricted Stock,
Performance Shares, Options and SARs in substitution for
performance shares, stock awards (including awards of restricted
stock), stock options, stock appreciation rights, or similar
awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction
described in the first paragraph of this Article XI.
Notwithstanding any provision of the Plan (other than the
limitation of Article V), the terms of such substituted Options,
SARs or awards of Restricted Stock or Performance Shares shall be
as the Committee, in its discretion, determines is appropriate.
ARTICLE XII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common Stock shall
be delivered, and no payment shall be made under this Plan except
in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right
to rely on an opinion of its counsel as to such compliance. Any
share certificate issued to evidence Common Stock when a Stock
Award or an award of Restricted Stock is made, or for which an
Option or SAR is exercised may bear such legends and statements
as the Administrator may deem advisable to assure compliance with
federal and state laws and regulations. No Option or SAR shall
be exercisable, no award of Restricted Stock or Performance
Shares shall be granted, no Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall
be made under this Plan until the Company has obtained such
consent or approval as the Administrator may deem advisable from
regulatory bodies having jurisdiction over such matters.
ARTICLE XIII
GENERAL PROVISIONS
13.01. Effect on Employment. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any individual any
right to continue in the employ of the Company or an Affiliate or
in any way affect any right and power of the Company or an
Affiliate to terminate the employment of any individual at any
time with or without assigning a reason therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created
pursuant to this Plan. No such obli-gation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.
13.03. Disposition of Stock. A Participant shall notify the
Administrator of any sale or other disposition of Common Stock
acquired pursuant to an Option that was an incentive stock option
if such sale or disposition occurs (a) within two years of the
grant of an Option or (b) within one year of the issuance of the
Common Stock to the Participant. Such notice shall be in writing
and directed to the Secretary of the Company.
13.04. Rules of Construction. Headings are given to the articles
and sections of this Plan solely as a convenience to facilitate
reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to
or successor of such provision of law.
13.05. Employee Status. For purposes of determining the
applicability of Sec-tion 422 of the Code (relating to incentive
stock options), or in the event that the terms of any award of
Restricted Stock or Performance Shares or the grant of any Option
or SAR provide that shares may be issued or become transferable
and nonfor-feitable thereunder only after completion of a
specified period of employment or during employment, the
Administrator may decide in each case to what extent leaves of
absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of
continuous employment. 13.06. Tax Withholding. Each Participant
shall be responsible for satisfying any income and employment tax
withholding obligation attributable to participation in this
Plan. Unless otherwise provided by the applicable Agreement, any
such withholding tax obligation may be satisfied in cash
(including from any cash payable in settlement of an award of
Performance Shares or an SAR) or a cash equivalent acceptable to
the Administrator. If provided in an Agreement and in accordance
with procedures established by the Administrator, a Participant
may surrender shares of Common Stock in satisfaction of all or
part of that tax withholding obligation. 13.07. Limitation on
Awards. Notwithstanding any other provision of this Plan, if any
award under this Plan, either alone or together with payments
that a Participant has the right to receive from the Company or
an Affiliate, would constitute a "parachute payment" (as defined
in section 280G of the Code), all such payments shall be reduced
to the largest amount that will result in no portion being
subject to the excise tax imposed by Section 4999 of the Code.
ARTICLE XIV
AMENDMENT
The Board may amend from time to time or terminate the
Plan at any time; provided, however, that if the amendment
materially (a) increases the aggregate number of shares of Common
Stock that may be issued under this Plan (other than an
adjustment authorized under Article XI), (b) increases the
benefits to be awarded under the Plan or (c) changes the class of
individuals eligible to become Participants, it shall not become
effective until such amendment is approved (at a duly held
shareholders' meeting at which a quorum is present) by a majority
of the votes cast by the Company's shareholders, voting either in
person or by proxy, or by unanimous consent of the Company's
shareholders. No amendment shall, without a Participant's
consent, adversely affect any rights of such Participant under
any outstanding award of Restricted Stock or Performance Shares
or under any Option or SAR outstanding at the time such amendment
is made.
ARTICLE XV
DURATION OF PLAN
No Restricted Stock or Performance Shares may be awarded
and no Option or SAR may be granted under this Plan more than ten
years after the earlier of the date that the Plan is adopted by
the Board or the date that the Plan is approved by the Company's
shareholders as provided in Article XVI. Restricted Stock and
Performance Shares awarded and Options and SARs granted before
that date shall remain valid in accordance with their terms. No
Plan termination before the Plan's expiration under this Article
XV shall, without a Participant's consent, adversely affect
Options or SARs granted or Restricted Stock or Performance Shares
awarded before such termination.
ARTICLE XVI
EFFECTIVE DATE OF PLAN
Options and SARs may be granted under this Plan upon its
adoption by the Board, provided that no Option or SAR will be
effective or exercisable unless this Plan is approved, within
twelve months of such adoption, by a majority of the votes cast
by the Company's shareholders, voting either in person or by
proxy, at a duly held shareholders' meeting or by the unanimous
consent of shareholders. Restricted Stock and Performance Shares
may be awarded under this Plan after it is approved by the
shareholders in accordance with the preceding sentence.
Proposed Resolutions to be Considered By
the Board of Directors of
Studio Plus Hotels, Inc.
RESOLVED, That Section 7.03 of the Studio Plus Hotels,
Inc. Stock Incentive Plan (the "Plan") is amended effective July
30, 1996 as set forth below:
7.03 Transferable Options and SARs. Section 7.02 to the
contrary notwithstanding, a Participant may transfer an
Option or SAR (other than an incentive stock option or a
Corresponding SAR that relates to an incentive stock
option), with respect to all or part of the shares of
Common Stock subject to the Option or SAR, to one or more
of the
Participant's Family Members, to a trust for the benefit
of such Family Members, or to a partnership in which such
Family Members are the only partners if (a) no
consideration is received by the Participant in exchange
for the Option or SAR, and (b) the Agreement evidencing
the Option or SAR expressly provides for transfers
described in this sentence and is approved by the
Committee. In addition to transfers described in the
preceding sentence the Administrator may grant Options or
SARs (other than an incentive stock option or Corresponding
SAR that relates to an incentive stock options) that are
transferable on other terms and conditions as may be permitted
under Securities Exchange Commission Rule 16b-3 as in effect
from time to time. The holder of an Option or SAR
transferred pursuant to this section shall be bound by the
same terms and conditions that governed the Option or SAR
during the period it was held by the Participant. In
addition, the holder of an Option or SAR transferred
pursuant to this section may not transfer such Option or
SAR except pursuant to the laws of descent and
distribution. In the event of a transfer described in
this paragraph, an Option and any Corresponding SAR that
relates to such Option must be transferred to the same person
or persons.
RESOLVED FINALLY, That the appropriate officers of the
Company are hereby authorized and directed to take such actions
and to execute such documents as may be necessary or desirable to
implement the foregoing resolutions.