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Exhibit 99.1
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PRIME HOSPITALITY CORP.
1992 PERFORMANCE INCENTIVE PLAN
1. Purposes.
The 1992 Performance Incentive Plan (the "Plan") is intended to attract
and retain the best available personnel for positions for substantial
responsibilities with Prime Hospitality Corp. (the "Company") or any of its
subsidiary corporations, and to provide additional incentive to such employees
to exert their maximum efforts toward the success of the Company and its
subsidiary corporations. The above aims will be effectuated through the
granting of certain stock options. Under the Plan, options may be granted
which are not intended to qualify as Incentive Stock Options (such options
hereinafter referred to as "Options").
2. Administration of the Plan.
The Plan shall be administered by a committee (the "Committee") consisting
of David A. Simon, or such other person who is then serving as Chief Executive
Officer of the Company. The Committee may exercise the power and authority
vested in the Board of Directors under the Plan. Within the limits of the
express provisions of the Plan, the Committee shall have the authority, in its
discretion, to take the following actions under the Plan:
(i) to determine the individuals to whom, and the time or times
at which, Options to purchase the Company's shares of Common Stock, par value
$.01 per share ("Common Shares"), shall be granted, and the number of Common
Shares to be subject to each Option;
(ii) to interpret the Plan;
(iii) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(iv) to determine the terms and provisions of the respective
stock option agreements granting Options (which need not be identical and may,
in the Committee's discretion, contain provisions more favorable to the
Optionee (as hereinafter defined) relating to the matters covered under
Paragraphs 5, 6, 8 or 9 hereof); and
(v) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan. In making such
determinations, the Committee may take into account the nature of the services
rendered by such individuals, their present and potential contributions to the
Company's success, and such other factors
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as the Committee, in its discretion, shall deem relevant. An individual to
whom an option has been granted under the Plan is referred to herein as an
"Optionee." The Committee's determinations on the matters referred to in this
paragraph shall be conclusive. Any determination by a majority of the members
of the Committee shall be deemed to have been made by the whole Committee.
3. Shares Subject to the Plan.
The total number of Common Shares which shall be subject to Options
granted under the Plan shall be 330,000 in the aggregate, subject to adjustment
as provided in Paragraph 8 or in any related stock option agreement. The
Company shall at all times while the Plan is in force reserve such number of
Common Shares as will be sufficient to satisfy the requirements of outstanding
Options. The Common Shares to be issued upon exercise of Options shall in
whole or in part be authorized and unissued or reacquired Common Shares. The
unexercised portion of any expired, terminated or cancelled Option shall again
be available for the grant of Options under the Plan.
4. Eligibility.
(a) Options may be granted only to key employees, officers or directors
of the Company or of a subsidiary corporation, as determined by the Committee.
(b) Nothing contained in the Plan shall be construed to limit the right
of the Company to grant options otherwise than under the Plan for proper
corporate purposes.
(c) Nothing contained in the Plan shall be construed to limit the right
of the Committee to grant additional Options from time to time to the Optionee
holding such Options, and options may be granted from time to time to one or
more employees who have not previously been granted Options.
5. Terms of Options.
The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:
(a) The purchase price of the Common Shares subject to each Option
shall be fixed by the Committee, in its discretion, at the time such Option is
granted.
(b) The dates on which each Option (or portion thereof) shall be
exercisable shall be fixed by the Committee, in its discretion, at the time
such Option is granted.
(c) The expiration of each Option shall be fixed by the Committee,
in its discretion, at the time such Option is granted. No Option shall be
exercisable after the
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expiration of six (6) years from the date of its grant and each Option shall be
subject to earlier termination as expressly provided in Paragraph 6 hereof or
as determined by the Committee, in its discretion, at the date such Option is
granted.
(d) Options shall be exercised by the delivery by the Optionee
thereof to the Company at its principal office or at such other address as may
be established by the Committee (Attention: Administrator, 1992 Stock Option
Plan) of written notice of the number of shares with respect to which the
Option is being exercised accompanied by payment in full of the purchase price
of such shares. Payment for such shares may be made (as determined by the
Committee) (i) in cash, (ii) by certified check or bank cashier's check payable
to the order of the Company in the amount of such purchase price, (iii) by
promissory note issued by the Optionee in favor of the Company in an amount
equal to such purchase price and payable on terms prescribed by the Committee
and which provides for the payment of interest at a fair market rate, as
determined by the Committee, (iv) by delivery of capital stock to the Company
having a fair market value equal to said purchase price, (v) by irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds necessary to pay the aggregate purchase price of the Common
Shares as to which such exercise relates and to sell the Common Shares to be
issued upon exercise of the Option and deliver the cash proceeds less
commissions and brokerage fees to the Optionee or to deliver the remaining
Common Shares to the Optionee, or (vi) by any combination of the methods of
payment described in (i) through (v) above.
(f) An Optionee shall not have any of the rights of a shareholder
with respect to the Common Shares subject to his Option until such shares are
issued to him upon the exercise of his Option as provided herein.
(g) No Option shall be transferable, except by will or the laws of
descent and distribution, and any Option may be exercised during the lifetime
of the Optionee only by him. No Option granted under the Plan shall be subject
to execution, attachment or other process.
6. Death or Termination of Employment.
(a) If the employment or other relationship of an Optionee with the
Company or any of its subsidiary corporations shall be terminated voluntarily
by the employee and without the consent of the Company or a subsidiary
corporation, as the case may be, or for cause,
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and immediately after such termination such Optionee shall not then be employed
by the Company or any of its subsidiary corporations, as the case may be, any
Option or Options granted to such Optionee to the extent not theretofore
exercised shall expire forthwith.
(b) If such employment or other relationship of an Optionee with the
Company shall terminate other than (i) by reason of death, (ii) voluntarily by
the employee and without the consent of the Company or any of its subsidiary
corporations, as the case may be, or (iii) for cause, and immediately after
such termination such Optionee shall not then be employed by the Company or any
of its subsidiary corporations, as the case may be, any Option or Options
granted to such Optionee may be exercised at any time within three months after
such termination, subject to the provisions of subparagraph (d) of this
Paragraph 6. For the purposes of the Plan, the retirement of an Optionee
either pursuant to a pension or retirement plan adopted by the Company or a
subsidiary corporation, as the case may be, on the normal retirement date
prescribed from time to time by the Company or such subsidiary corporation, and
the termination of employment as a result of a disability (as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) shall be
deemed to be a termination of such Optionee's employment other than voluntarily
by the Optionee or for cause.
(c) If an Optionee dies (i) while employed by, or while engaged in
another relationship with, the Company or a subsidiary corporation or (ii)
within three months after the termination of his employment or other
relationship other than voluntarily by the Optionee and without the consent of
the Company or a subsidiary corporation or for cause, any Option or Options
granted to such Optionee may be exercised at any time within six months after
such Optionee's death, subject to the provisions of subparagraph (d) of this
Paragraph 6.
(d) An Option may not be exercised pursuant to this Paragraph 6 except to
the extent that the Optionee was entitled to exercise the Option at the time of
termination of employment or such other relationship, or death, and in any
event may not be exercised after the expiration of six (6) years from the date
the Option was granted.
7. Leave of Absence.
For purposes of the Plan, an individual who is on military or sick leave
or other bona fide leave of absence (such as temporary employment by the United
States or any state government) shall be considered as remaining in the employ
of the Company or of a
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subsidiary corporation for 90 days or such longer period as shall be determined
by the Committee.
8. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding Common Shares are hereafter changed
by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination or exchange of shares and the
like, or dividends payable in Common Shares, an appropriate adjustment shall be
made by the Committee in the aggregate number of shares available under the
Plan and in the number of shares and price per share subject to outstanding
Options. If the Company shall be reorganized, consolidated, or merged with
another corporation, or if all or substantially all of the assets of the
Company shall be sold or exchanged, an Optionee shall at the time of issuance
of the stock under such corporate event be entitled to receive upon the
exercise of his Option the same number and kind of shares of stock or the same
amount of property, cash or securities as he would have been entitled to
receive upon the occurrence of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of shares covered by
his Option.
(b) Any adjustment under this Paragraph 8 in the number of Common Shares
subject to Options shall apply proportionately to only the unexercised portion
of any Option granted hereunder. If fractions of a share would result from any
such adjustment, the adjustment shall be revised to the next lower whole number
of shares.
9. Further Conditions of Exercise.
(a) Unless prior to the exercise of an Option the Common Shares issuable
upon such exercise are the subject of a registration statement filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and there is then in effect a prospectus filed
as part of such registration statement meeting the requirements of Section
10(a)(3) of the Securities Act, the notice of exercise with respect to such
Option shall be accompanied by a representation or agreement of the Optionee to
the Company to the effect that such shares are being acquired for investment
only and not with a view to the resale or distribution thereof, or such other
documentation as may be required by the Company, unless, in the opinion of
counsel to the Company, such representation, agreement or documentation is not
necessary to comply with the Securities Act.
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(b) Anything in subparagraph (a) of this Paragraph 9 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell any Common
Shares until they have been listed on each securities exchange on which the
Common Shares may then be listed and until and unless, in the opinion of
counsel to the Company, the Company may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. The Company shall use reasonable efforts to
effect such listing, qualification and registration, as the case may be.
10. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board of
Directors, and no Option shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Company entitled to vote thereon.
(c) The Board of Directors of the Company may at any time terminate the
Plan or from time to time make such modifications or amendments of the Plan as
it may deem advisable; provided, however, that the Board of Directors shall
not, without approval by the affirmative vote of the holders of a majority of
the outstanding shares of the capital stock of the Company be entitled to vote
thereon, increase (except as provided by Paragraph 8) the maximum number of
Common Shares as to which Options may be granted under the Plan or change the
class of persons eligible to receive Options under the Plan.
(d) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by any Options without the consent of the Optionee
thereof.
11. Effectiveness of the Plan.
The Plan is adopted pursuant to authorization of the U.S. Bankruptcy Court
for the Southern District of Florida, after disclosure and approval of the
Second Amended Joint Plan of Reorganization by Creditors and Shareholders.
Accordingly, the Plan shall become effective upon adoption by the Board of
Directors of the Company.
12. Not a Contract of Employment.
Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon Optionee any right to remain in
the employ of the
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Company or subsidiary corporation.
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