EXHIBIT 4.7(b)
EXTENDED STAY AMERICA, INC.
INCENTIVE STOCK OPTION AGREEMENT
(covering shares previously granted by Studio Plus Hotels, Inc.)
No. of shares subject to Option: ((Field1))
THIS AGREEMENT dated this ___ day of __________, 1997, between EXTENDED
STAY AMERICA, INC., a Delaware corporation (the "Company''), and ((Field2))
("Participant"), is made pursuant and subject to the provisions of the 1995
Stock Incentive Plan (the "Plan") of Studio Plus Hotels, Inc. ("Studio Plus"), a
copy of which is attached. All terms used herein that are defined in the Plan
have the same meaning given them in the Plan.
1. Grant of Option. Pursuant to the Plan, Studio Plus (which was merged
(the "Merger") with and into ESA Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub") pursuant to an Agreement
and Plan of Merger dated as of January 16, 1997 by and among the Company, Merger
Sub, and Studio Plus (the "Merger Agreement")), on ((Field3)) (the "Date of
Grant") granted to Participant, subject to the terms and conditions of the Plan
and subject further to the terms and conditions set forth in an Incentive Stock
Option Agreement between Studio Plus and the Participant, the right and option
(the "Studio Plus Option") to purchase from Studio Plus all or any part of an
aggregate of ((Field4)) shares of common stock, par value $.01 per share of
Studio Plus at the option price of ((Field5)) per share, being not less than the
Fair Market Value of such shares on the Date of Grant. The Studio Plus Option
was intended to be an "incentive stock option" within the meaning of Section 422
of the Code. The Company Option (as defined below) is exercisable as hereinafter
provided and the Company Option is also intended to be an incentive stock option
within the meaning of Section 422 of the Code.
2. Conversion of Option. Pursuant to the terms of the Merger Agreement
and the Option Notice and Assumption Agreement by and among the Company, Studio
Plus, and each of the participants in the Plan, as of the Effective Time (as
defined in the Merger Agreement), each outstanding Studio Plus Option shall be
assumed by the Company in such manner that each such Studio Plus Option shall be
converted into an option (the "Company Option") to purchase shares of common
stock, par value $.01 per share, of the Company ("Company Common Stock"). At
the Effective Time, the Participant's Studio Plus Option will be converted into
a Company Option to purchase ((Field1)) shares of Company Common Stock (the
"Company Shares") at the option price of ((Field6)) (the "Company Option Price")
and such Company Option shall be immediately and fully exercisable, subject to
the terms and conditions herein, for all of the Company Shares at the Company
Option Price.
3. Terms and Conditions. The Company Option is subject to the following
terms and conditions:
(a) Expiration Date. The Company Option shall expire ten years from the
Date of Grant of the Studio Plus Option (the "Expiration Date").
(b) Exercise of Option. The Company Option shall be exercisable at the
Effective Time with respect to all of the shares of Company Common
Stock subject to this Company Option if Participant is employed by
the Company or an Affiliate on that date. The Company Option shall
continue to be exercisable until the termination of Participant's
rights hereunder pursuant to paragraph 4, 5, or 6 or until the
Expiration Date. A partial exercise of the Company Option shall not
affect Participant's right to exercise this Option with respect to the
remaining shares, subject to the conditions of the Plan and this
Agreement.
(c) Method of Exercising Option and Payment for Shares. The Company
Option shall be exercised by written notice delivered to the attention
of the Company's Secretary at the Company's principal office in Ft.
Lauderdale, Florida. The exercise date shall be (i) in the case of
notice by mail, the date of postmark, or (ii) if delivered in person,
the date of delivery. Such notice shall be accompanied by payment of
the option price in full, in cash or cash equivalent acceptable to the
Company, or by the surrender of shares of Company Common Stock with an
aggregate Fair Market Value (determined as of the day preceding the
exercise date) which, together with any cash or cash equivalent paid,
is not less than the option price for the number of shares for which
the Company Option is being exercised.
(d) Nontransferability. The Company Option may not be transferred, except
by will or by the laws of descent and distribution. During
Participant's lifetime, this Option may be exercised only by
Participant.
4. Exercise in the Event of Death. Participant's estate or such persons
may exercise the Company Option within one year of Participant's death or during
the remainder of the period preceding the Expiration Date, whichever is shorter.
5. Exercise in the Event of Permanent and Total Disability. In the event
Participant becomes permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code ("Permanently and Totally Disabled") before the
Expiration Date, the Participant may exercise the Company Option within one year
of the date he or she ceases to be employed by the Company or an Affiliate as a
result of his or her becoming Permanently and Totally Disabled or during the
period preceding the Expiration Date, whichever is shorter.
6. Exercise After Termination of Employment. Upon the termination of
Participant's employment with the Company or an Affiliate (except under
circumstances described in paragraphs 4 and 5), the Participant may exercise the
Company Option within six months following the date of his or her termination of
employment with the Company or an Affiliate or during the remainder of the
period preceding the Expiration Date, whichever is shorter; provided, however,
that if Participant exercises this Option more than three months after
termination of employment (other than under circumstances described in
paragraphs 4 and 5) this Option's intended status as an "incentive stock option"
within the meaning of Code section 422 may be lost.
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7. Employment with Successors. For purposes of this Agreement, employment
with a successor of the Company or an Affiliate shall be deemed employment with
the Company or an Affiliate, respectively.
8. Notice. Any notice or other communication given pursuant to this
Agreement shall be in writing and shall be personally delivered or mailed by
United States registered or certified mail, postage prepaid, return receipt
requested, to the following addresses:
If to the Company: Extended Stay America, Inc.
450 E. Las Olas Boulevard, Suite 1100
Ft. Lauderdale, Florida 33301
If to Participant: ((Field2))
((Field7))
Any such notice shall be deemed to have been given (a) on the date of postmark,
in the case of notice by mail, or (b) on the date of delivery, if delivered in
person.
9. Fractional Shares. Fractional shares shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional share,
such fraction shall be disregarded.
10. No Right to Continued Employment. The Company Option does not confer
upon Participant any right to continue in the employ of the Company or an
Affiliate, nor shall it interfere in any way with the right of the Company or an
Affiliate to terminate such employment at any time.
11. Change in Capital Structure. The terms of the Company Option shall be
adjusted as the Company determines is equitably required in the event the
Company effects one or more stock dividends, stock splits, subdivisions, or
consolidations of shares or other similar changes in capitalization.
12. Governing Law. This Agreement shall be governed by the laws of the
State of Delaware.
13. Conflicts. In the event of any conflict between the provisions of the
Plan as in effect on the date hereof (including, without limitation, the
provisions of the Plan dealing with exercisability of options upon a Change in
Control) and the provisions of this Agreement, the provisions of the Plan shall
govern. All references herein to the Plan shall mean the Plan as in effect at
the Effective Time.
14. Participant Bound by Plan. Participant hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
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15. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of Participant and the
successors of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his or her signature
hereto.
EXTENDED STAY AMERICA, INC.
BY:____________________________________
_______________________________________
((Field2)), Participant
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