EXHIBIT 10 (125)
THE PROMUS COMPANIES INCORPORATED
Stock Option Award
THIS CERTIFIES THAT
the Human Resources Committee of the Board of Directors of the Company has
awarded _______________________________________________ a Nonqualified Stock
Option to purchase ____________________________ shares of the Company s Common
Stock at a price of ______________ Dollars per share.
Original Grant Date: __________________
This option is exercisable as follows, subject to the conditions on the reverse
side of this certificate:
This award is subject to the terms and conditions of the Company's 1990 Stock
Option Plan, as it may be amended from time to time. A brief summary of these
terms and conditions is on the reverse of this award. This document constitutes
part of a prospectus concerning securities that have been registered under the
Securities Act of 1933.
IN WITNESS WHEREOF, the Company has caused this award to be executed by its duly
authorized officers as of this __________ day of __________________________,
19_____.
ATTEST:
______________________ ____________________________
Secretary Chairman of the Board
SUMMARY OF CERTAIN CONDITIONS
Shares of The Promus Companies Incorporated ("Promus" or "Company") common stock
may be purchased under this stock option. Subject to the terms and conditions of
the Plan, the term of this option is 10 years and one day from the grant date
shown on the front side of this certificate. The option is exercisable in
accordance with the stated schedule indicated on the front side of this
certificate by giving written notice addressed to the Corporate Compensation
Department, The Promus Companies Incorporated, 1023 Cherry Road, Memphis, TN
38117 (or such other address designated by Promus), specifying the number of
shares to be purchased and by payment of the option price according to the rules
of the Plan.
Subject to the Plan and Administrative Regulations thereunder and any
contractual provisions, this stock option, to the extent not exercised, shall
terminate and be forfeited on the expiration of 10 years and one day from the
grant date shown on the front side of this certificate, upon breach by the
optionee of any provision of this option, or upon optionee's ceasing to be an
active employee of Promus (or its legal successor) or subsidiaries for any
reason including but not limited to retirement and voluntary or involuntary
termination including termination due to sale or closure of a business unit or
sale of a subsidiary, provided, however:
- - If active employment ceases during the term of this stock option because of
death or disability, then the unexercised portion of the options that were
already vested (i.e., exercisable) at that time plus 50 percent of any future
unvested installments shall be exercisable in full on the date that employment
ceases or on the date of the determination of disability, as the case may be.
All remaining unvested options will be forfeited.
- - The time period to exercise vested options, following retirement for age,
death or determination of disability during the term of this option while in
the employ of the Company (or its legal successor), is as follows:
Period to Exercise Vested Options
Years of Service after Death, Disability or Retirement
---------------- -------------------------------------
under 10 years (for death one year
or disability)
10 to 20 years (for death, two years
disability or retirement)
20 or more years (for death, three years
disability or retirement)
- - Retirement means termination during the term of this option at or after age 55
and having 10 or more years of service with the Company or its subsidiaries.
Disability means a determination (while you are an employee or on authorized
sick leave) that you qualify for long-term disability insurance under the
Company's LTD policy. Upon death, vested options may be exercised by your
proper legal representative (executor or administrator) or your legal
beneficiary subject to the Company being properly assured and legally advised
of the rights of such persons.
- - Reference is made to the vesting acceleration provisions in the Plan's
Administrative Regulations which provisions are applicable upon a "Change in
Control" (as defined in, and subject to, such Regulations).
This stock option shall be non-transferable by the optionee other than by will
or the laws of descent and distribution and shall be exercisable during
optionee's lifetime only by optionee.
This stock option may not be exercised at a time when the exercise thereof or
the issuance of shares thereunder would constitute a violation of any federal or
state laws or rules of any stock exchange whereon the common stock of Promus (or
its legal successor) is listed.
ALL THE TERMS AND CONDITIONS OF THE PROMUS COMPANIES INCORPORATED 1990 STOCK
OPTION PLAN AND ADMINISTRATIVE REGULATIONS THEREUNDER, AS AMENDED FROM TIME TO
TIME, ARE INCORPORATED HEREIN BY REFERENCE. ANY CONFLICT OR QUESTIONS OF
INTERPRETATION SHALL BE GOVERNED BY THE PROVISIONS OF THE PLAN, THE PLAN'S
ADMINISTRATIVE REGULATIONS AND THE DECISIONS OF THE HUMAN RESOURCES COMMITTEE.