EXHIBIT 10 (126)
THE PROMUS COMPANIES INCORPORATED
1990 Restricted Stock Plan
PARTICIPATION AWARD
THIS CERTIFIES THAT
the Human Resources Committee of the Board of Directors of The Promus Companies
Incorporated has awarded ____________________________ shares of restricted stock
to ____________________________________________________ in accordance with the
Company s 1990 Restricted Stock Plan.
Original Grant Date:_______________________
The restrictions on these shares will lapse in Vesting Schedule
the annual installments as shown at right.
The shares will vest if the participant is
actively employed with the Company on the
vesting date.
This award is subject to the terms and conditions of the Company's 1990
Restricted Stock Plan, as it may be amended from time to time. A brief summary
of these terms and conditions is on the reverse side of this award. This
document constitutes part of a prospectus covering securities that have been
registered under the Securities Act of 1933.
IN WITNESS WHEREOF, the Company has caused this Participation 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
1. The stock certificates representing this award will be held by the Company
until the restrictions are lifted.
2. During the restriction period, the shares may not be sold, assigned,
pledged, encumbered, or used as collateral for a loan.
3. If the participant voluntarily or involuntarily terminates active
employment with the Company or its subsidiaries for any reason before the
restrictions have been removed (except for death or disability as provided
in Paragraph 4 below), then, subject to any contractual provisions, the
terms of the Plan or the Administrative Regulations thereunder, all shares
covered by the restrictions at that time will be automatically forfeited to
the Company.
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).
4. If employment ceases because of death or disability (as disability is
defined in the Plan's Administrative Regulations), then, subject to the
terms of the Plan and the Administrative Regulations thereunder, the
restrictions on 50% of the shares remaining under restriction at that time
will be removed.
5. The rights of the participant are not transferable other than by will or
the laws of descent and distribution in accordance with the Plan s
provisions.
6. The participant will be entitled to vote and receive dividends on the
restricted shares.
7. ALL TERMS AND CONDITIONS OF THE PROMUS COMPANIES INCORPORATED 1990
RESTRICTED STOCK PLAN AND ADMINISTRATIVE REGULATIONS THEREUNDER, AS
AMENDED FROM TIME TO TIME, ARE INCORPORATED HEREIN BY REFERENCE. ANY
CONFLICT OR QUESTION OF INTERPRETATION SHALL BE GOVERNED BY THE PROVISIONS
OF THE PLAN, THE PLAN S ADMINISTRATIVE REGULATIONS AND THE DECISIONS OF
THE HUMAN RESOURCES COMMITTEE.
THE PROMUS COMPANIES INCORPORATED
1990 Restricted Stock Plan
PARTICIPATION AWARD
THIS
CERTIFIES
THAT ______________________________________________________________
has been awarded ______________ shares of restricted stock in accordance with
the Company s 1990 Restricted Stock Plan.
The restrictions on these shares will lapse in Annual Vesting Schedule
the annual installments as shown at right.
The shares will vest if the participant is
a member of the Board of Directors of the
Company on the aplicable April 1 vesting date.
This award is subject to the terms and conditions of the 1990 Restricted Stock
Plan. A brief summary of these conditions is on the reverse side of this award.
IN WITNESS WHEREOF, the Company has caused this Participation Award to be
executed by its duly authorized officers as of this______________________
day of ____________________, 19____.
ATTEST:
_______________________________ __________________________________
Secretary Chairman of the Board
Summary of Conditions
1. The stock certificates representing this award will be held by the Company
until the restrictions are lifted.
2. During the restriction period, the shares may not be sold, assigned,
pledged, encumbered, or used as collateral for a loan. After the shares
vest, the stock certificates representing such shares may contain a
restrictive legend as required by law.
3. Unvested restricted shares to non-employee directors shall be forfeited
when the director s Board service terminates except all restricted shares
shall vest upon: (a) a Change in Control of the Company (as defined in the
Plan s Administrative Regulations); or (b) upon such person s death, or
permanent and total disability as determined by a licensed physician.
4. If a non-employee director retires at the end of an elected term of
service, each unvested annual installment then remaining in such director s
name will vest at that time for each full year of Board service that the
director had prior to April 28, 1989, including service with Holiday
Corporation. If the director retires prior to the end of a term of service,
shares unvested at that time will be forfeited.
5. The rights of the participant are not transferable other than by will or
the laws of descent and distribution in accordance with the Plan s
provisions.
6. The participant will be entitled to vote and receive dividends on the
restricted shares represented by this award.
7. All terms and conditions of The Promus Companies Incorporated 1990
Restricted Stock Plan are incorporated herein by reference. Any question of
interpretation shall be resolved by the provisions of the Plan.