EXHIBIT 4.7(c)
EXTENDED STAY AMERICA, INC.
NON-EMPLOYEE DIRECTOR 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 Non-
Employee Directors' Stock Incentive Plan (the "Directors' Plan") of Studio Plus
Hotels, Inc. ("Studio Plus"), a copy of which is attached. All terms used
herein that are defined in the Directors' Plan have the same meaning given them
in the Directors' Plan.
1. Grant of Option. Pursuant to the Directors' 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 Directors' Plan and subject further to the terms and
conditions set forth in a Non-Employee Director 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 not 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 not 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 Directors' 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 during the remainder of the period preceding the
Expiration Date or, if longer, within one year of Participant's death.
5. Exercise in the Event of Disability. In the event Participant ceases to
be a member of the Board as a result of a Disability, the Participant may
exercise the Company Option during the period preceding the Expiration Date or,
if longer, within one year of the date he ceases to be a member of the Board as
a result of his Disability.
6. Exercise After Termination of Board Membership. If Participant ceases
to be a member of the Board for any reason other than his death or Disability,
the Participant may exercise the Company Option within one year following the
last date of his Board membership or during the remainder of the period
preceding the Expiration Date.
7. Board Membership with Successors. For purposes of this Agreement,
membership on the Board of Directors of a successor of the Company shall be
deemed membership on the Board.
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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 Board Membership. The Company Option does not confer upon
Participant any right to continue as a member of the Board.
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
Directors' Plan as in effect on the date hereof (including, without limitation,
the provisions of the Directors' Plan dealing with exercisability of options
upon a Change in Control) and the provisions of this Agreement, the provisions
of the Directors' Plan shall govern. All references herein to the Directors
Plan shall mean the Directors' Plan as in effect at the Effective Time.
14. Participant Bound by Directors' Plan. Participant hereby acknowledges
receipt of a copy of the Directors' Plan and agrees to be bound by all the terms
and provisions thereof.
15. Binding Effect. Subject to the limitations stated above and in the
Directors' 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.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his signature hereto.
EXTENDED STAY AMERICA, INC.
By:____________________________________
_______________________________________
((Field2))
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