EXHIBIT 10.14
FELCOR LODGING TRUST INCORPORATED
2001 RESTRICTED STOCK AND STOCK OPTION PLAN
(AS AMENDED)
FELCOR LODGING TRUST INCORPORATED
2001 RESTRICTED STOCK AND STOCK OPTION PLAN
TABLE OF CONTENTS
<Table>
Section 1. Establishment, Purpose, and Effective Date of Plan.....................1
1.1 Establishment........................................................1
1.2 Purpose..............................................................1
1.3 Effective Date.......................................................1
Section 2. Definitions............................................................1
2.1 Definitions..........................................................1
2.2 Gender and Number....................................................2
Section 3. Eligibility and Participation..........................................3
3.1 Eligibility and Participation........................................3
Section 4. Administration.........................................................3
4.1 Administration.......................................................3
Section 5. Stock Subject to Plan..................................................3
5.1 Number...............................................................3
5.2 Lapsed Awards........................................................3
5.3 Adjustment in Capitalization.........................................3
Section 6. Shareholder Approval and Duration of Plan..............................4
6.1 Shareholder Approval.................................................4
6.2 Duration of Plan.....................................................4
Section 7. Stock Options..........................................................4
7.1 Grant of Options.....................................................4
7.2 Option Agreement.....................................................4
7.3 Option Price.........................................................4
7.4 Duration of Options..................................................5
7.5 Exercise of Options..................................................5
7.6 Payment..............................................................5
7.7 Restrictions on Stock Transferability................................5
</Table>
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<Table>
7.8 Termination of Employment Due to Death or Disability.................5
7.9 Termination of Employment Other than for Death or Disability.........5
7.10 Nontransferability of Options........................................5
7.11 Cancellation.........................................................6
Section 8. Restricted Stock.......................................................6
8.1 Grant of Restricted Stock............................................6
8.2 Transferability......................................................6
8.3 Other Restrictions...................................................6
8.4 Voting Rights........................................................6
8.5 Dividends and Other Distributions....................................6
8.6 Termination of Employment............................................6
Section 9. Rights of Employees....................................................7
9.1 Employment...........................................................7
Section 10. Amendment, Modification and Termination of Plan.......................7
10.1 Amendment, Modification, and Termination of Plan.....................7
Section 11. Miscellaneous Provisions..............................................7
11.1 Tax Withholding......................................................7
11.2 Stock Withholding Elections..........................................7
11.3 Severability.........................................................7
11.4 Notice...............................................................7
Section 12. Indemnification.......................................................8
12.1 Indemnification......................................................8
Section 13. Requirements of Law...................................................8
13.1 Requirements of Law..................................................8
13.2 Governing Law........................................................8
</Table>
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FELCOR LODGING TRUST INCORPORATED
2001 RESTRICTED STOCK AND STOCK OPTION PLAN
Section 1. Establishment, Purpose, and Effective Date of Plan
1.1 Establishment. FelCor Lodging Trust Incorporated, a Maryland
corporation, hereby establishes the "FELCOR LODGING TRUST INCORPORATED 2001
RESTRICTED STOCK AND STOCK OPTION PLAN" (THE "PLAN") for Independent Directors,
executive officers and key employees. The Plan permits the grant of stock
options and restricted stock as a payout media for payments under the plan.
1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, by encouraging and providing for the acquisition of an equity interest
in the success of the Company by Independent Directors, executive officers and
key employees, by providing additional incentives and motivation toward superior
performance of the Company, and by enabling the Company to attract and retain
the services of Independent Directors, executive officers and key employees upon
whose judgment, interest, and special effort the successful conduct of its
operations is largely dependent.
1.3 Effective Date. The Plan shall become effective on January 24,
2002, ("Effective Date"), although it is subject to shareholder approval as
provided in Section 6.1.
Section 2. Definitions
2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:
(a) "Award" means, collectively, each Option, or Restricted Stock,
granted under this Plan except that where it shall be appropriate to identify
the specific type of Award, reference shall be made to the specific type of
Award.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Compensation Committee of the Board;
provided, however, that for any grant to an Independent Director, the remaining
members of the Board shall serve as the Compensation Committee with respect to
such grant, including, but not limited to, the approval of the grant. The Board,
as a whole, may take any action which the Committee is authorized to take
hereunder.
(e) "Company" means FelCor Lodging Trust Incorporated, a Maryland
corporation.
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(f) "Disability" means an individual who is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of not less than twelve (12)
months.
(g) "Employee" means an employee (including officers and directors who
are also employees) of the Company or its subsidiaries, affiliates (including
partnerships) or any branch or division thereof.
(h) "Fair Market Value" of a share of Stock means the reported closing
sales price of the Stock on the New York Stock Exchange Composite Tape on that
date, or if no closing price is reported on that date, on the last preceding
date on which such closing price of the Stock was so reported. If the Stock is
not traded on the New York Stock Exchange at the time a determination of its
Fair Market Value is required to be made hereunder, its Fair Market Value shall
be deemed to be equal to the average between the closing bid and asked prices of
the Stock on the most recent date on which the Stock was publicly traded. In the
event the Stock is not publicly traded at the time a determination of its value
is required to be made hereunder, the determination of its Fair Market Value
shall be made by the Committee in such manner as it deems appropriate.
(i) "Independent Director" means a director of the Company who is not
an Employee.
(j) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be either (i)
an "incentive stock option" within the meaning of Section 422 of the Code or
(ii) a "nonstatutory stock option."
(k) "Participant" means any Employee or Independent Director designated
by the Committee to participate in the Plan.
(l) "Period of Restriction" means the period during which the transfer
of shares of Restricted Stock is restricted pursuant to Section 8 of the Plan.
(m) "Restricted Stock" means Stock granted to a Participant pursuant to
Section 8 of the Plan.
(n) "Stock" means the common stock of the Company, par value of $.01.
2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
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Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among the Independent Directors and Employees
who, in the opinion of the Committee, are in a position to contribute materially
to the Company's continued growth and development and to its long-term financial
success.
Section 4. Administration
4.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan. Determinations, interpretations, or other actions made or taken by the
Committee pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever.
Section 5. Stock Subject to Plan
5.1 Number. The total number of shares of Stock subject to Awards under
the Plan may not exceed 750,000, subject to adjustment upon the occurrence of
any of the events indicated in Section 5.3 hereof. The shares to be delivered
under the Plan may consist, in whole or in part, of authorized but unissued
Stock or treasury Stock, not reserved for any other purpose. Without limitation,
no officer of the Company or other person whose compensation may be subject to
the limitations on deductibility under Section 162(m) of the Code shall be
eligible to receive Awards pursuant to this Plan in excess of 250,000 shares of
Common Stock in any fiscal year (the "Section 162(m) Maximum").
5.2 Lapsed Awards. If any Award granted under the Plan terminates,
expires, lapses or is canceled for any reason, any shares of Stock subject to
such Award again shall be available for the grant of an Award hereunder. The
Committee shall not, unless approved by (or subject to the approval of)
shareholders, effect a repricing of all or any of the Options outstanding under
the Plan at any time. Further, except as otherwise provided in Section 7.11
hereof, the Committee shall not, without the consent of the affected Optionee,
have the authority to effect the cancellation or modification of any or all
outstanding Options.
5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after the Effective Date by reason of a
Stock dividend or split, recapitalization, merger, consolidation, combination,
exchange of shares, or other similar corporate change, the aggregate number of
shares of Stock subject to the Plan and to each Award hereunder, and to the
stated Option price (if any) of each Award, shall be adjusted appropriately by
the Committee or the Board, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. In
such event, the Committee or the Board also shall have discretion to make
appropriate adjustments in the number and type of shares subject to an Award of
Restricted Stock under the Plan pursuant to the terms of such an Award. In the
event of a merger or consolidation where the Company is not the surviving
corporation, the surviving corporation shall be required to assume the
outstanding Awards which have not been canceled, and the Committee, in its sole
discretion, shall
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adjust the number of shares, and the Option price (if any), so as to neither
reduce or enlarge the rights of the Participant, including, but not limited to,
dividing the shares and the Option price (if any) by the exchange ratio.
Section 6. Shareholder Approval and Duration of Plan
6.1 Shareholder Approval. All Awards granted under this Plan are
subject to, and may not be exercised before, and will be rescinded and become
void in the absence of, the approval of this Plan by a majority of the
shareholders voting thereon at a meeting of shareholders, at which a quorum is
present, held prior to the first anniversary date of the Board meeting held to
approve this Plan.
6.2 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate pursuant to Section 10 hereof, until all
Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Option may be granted under
the Plan on or after the tenth (10th) Anniversary of the Effective Date.
Section 7. Stock Options
7.1 Grant of Options. Subject to the provisions of Sections 5 and 6,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee, and for all purposes hereof, the date of
such grant shall be the date on which the Committee takes formal action to grant
an Option, provided that it is followed, as soon as reasonably practicable, by
written notice to the person receiving the Option. The Committee shall have
complete discretion in determining the number of Options granted to each
Participant and the terms and provisions thereof. The Committee may grant any
type of Option to purchase Stock that is permitted by law at the time of grant;
provided, however, that the aggregate Fair Market Value (determined at the time
the Option is granted) of the Stock, with respect to which all incentive stock
options granted under any plan of the Company are exercisable for the first time
by a Participant during any calendar year, may not exceed $100,000. Nothing in
this Section 7 of the Plan shall be deemed to prevent the grant of nonstatutory
stock options in amounts that exceed the maximum established by Section 422 of
the Code.
7.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Committee shall determine.
7.3 Option Price. The Option price of each share of Stock subject to
each Option granted pursuant to this Plan shall be determined by the Committee
at the time the Option is granted and, in the case of incentive stock options,
shall not be less then 100% of the Fair Market Value of a share of Stock on the
date the Option is granted, as determined by the Committee. In the case of
incentive stock options granted to any person who owns, directly or indirectly,
Stock possessing more than ten percent (10%) of the total combined voting power
of all classes of Stock ("Ten Percent Owner"), the Option price shall not be
less than 110% of the Fair Market Value of a share of Stock on the date the
Option is granted. The Option price of each share of Stock subject to a
nonstatutory stock option under this Plan shall be determined by the Committee,
in its sole discretion, prior to granting the Option.
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7.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time it is granted, provided, however, that no
incentive stock option shall be exercisable later than ten (10) years from the
date of its grant, and no incentive stock option granted to a Ten Percent Owner
shall be exercisable later than five (5) years from the date of its grant.
7.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants. Unless otherwise expressly provided in the Option, no Option may
be exercised within six (6) months after the date of grant. Each Option that is
intended to qualify as an incentive stock option pursuant to Section 422 of the
Code shall comply with the applicable provisions of the Code pertaining to such
Options. Without limitation, the Committee may, in its sole discretion,
accelerate the date on which any Option may be exercised, or on which
restrictions on Restricted Stock shall lapse.
7.6 Payment. The Option price of Stock acquired upon exercise of any
Option, and applicable withholding as described in Sections 11.1 and 11.2, shall
be paid in full on the date of exercise, by certified or cashier's check, by
wire transfer, by money order, through a broker assisted exercise, with Stock
(but with Stock only if expressly permitted by the terms of the Option), or by a
combination of the above. If the Option Price is permitted to be, and is, paid
in whole or in part with Stock, the value of the Stock surrendered shall be its
Fair Market Value on the date surrendered. The proceeds from payment of Option
prices shall be added to the general funds of the Company and shall be used for
general corporate purposes. For purposes of this Section 7.6, "broker assisted
exercise" shall mean a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable written instructions to (a)
a Committee designated brokerage firm to effect the immediate sale of the shares
and remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Option price plus all applicable
withholding and employment taxes required, and (b) the Committee to deliver the
certificates for the shares directly to such brokerage firm in order to complete
the sale.
7.7 Restrictions on Stock Transferability. The Committee shall impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed, and under
any blue sky or state securities laws applicable to such shares.
7.8 Termination of Employment Due to Death or Disability. Unless
otherwise expressly provided in the Option, if the employment of a Participant
is terminated by reason of death or Disability, the rights under any then
outstanding Option shall terminate upon the first to occur of (i) the expiration
date of the Option or (ii) the first anniversary of such date of termination of
employment.
7.9 Termination of Employment Other than for Death or Disability.
Unless otherwise expressly provided in the Option, if the employment of the
Participant shall terminate for any reason other than death or Disability, the
rights under any then outstanding Option shall terminate upon the first to occur
of (i) the expiration date of the Option or (ii) ninety (90) days after such
date of termination of employment.
7.10 Nontransferability of Options. Unless otherwise expressly provided
in the Option, no Option granted under the Plan may be sold, transferred
pledged, assigned, or otherwise alienated or
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hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant.
7.11 Cancellation. Unless otherwise expressly provided in the Option of
reference, in the event of a merger or consolidation where the Company is not
the surviving corporation (or survives only as the 80% or greater owned
subsidiary of another corporation), the Committee, in its sole discretion may
cancel, by giving written notice (a "Cancellation Notice"), effective
immediately prior to the consummation of such transaction, all or any of the
vested portion of any, or all, Options that remain unexercised on such date.
Such Cancellation Notice shall be given a reasonable period of time (but not
less than 15 days) prior to the proposed date of such cancellation, and may be
given either before or after shareholder approval (if any is required) of the
transaction.
Section 8. Restricted Stock
8.1 Grant of Restricted Stock. Subject to the provisions of Sections 5
and 6, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be evidenced by a
Restricted Stock agreement. Without limitation, the Committee may accelerate the
date on which restrictions lapse with respect to any Restricted Stock.
8.2 Transferability. Except as provided in Sections 8.6 and 8.7 hereof,
the shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated for such period of
time as shall be determined by the Committee and shall be specified in the
Restricted Stock agreement, or upon earlier satisfaction of other conditions as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock agreement.
8.3 Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
8.4 Voting Rights. Participants holding shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to those shares
during the Period of Restriction.
8.5 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all cash dividends distributed with respect to
those shares while they are so held.
8.6 Termination of Employment. Unless otherwise expressly provided in
the Restricted Stock agreement, in the event that a Participant terminates his
employment with the Company for any reason during the Period of Restriction
(including death), then any shares of Restricted Stock still subject to
restrictions at the date of such termination automatically shall be forfeited.
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Section 9. Rights of Employees
9.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.
Section 10. Amendment, Modification and Termination of Plan
10.1 Amendment, Modification, and Termination of Plan. The Board at any
time may terminate, and from time to time may amend or modify the Plan, and may
amend or modify Awards hereunder; provided, however, that no amendment of the
Plan or of any Award hereunder, without approval of the shareholders within one
year after the adoption of such amendment, may (a) increase the aggregate number
of shares of Stock that may be issued under the Plan; (b) extend the term of the
Plan; or (e) materially modify the requirements as to eligibility to receive
Awards under the Plan. No amendment, modification, or termination of the Plan
shall in any manner adversely affect any Award theretofore granted under the
Plan, without the consent of the affected Participant(s).
Section 11. Miscellaneous Provisions
11.1 Tax Withholding. Without limitation, on the date an Award is taken
into a Participant's income, the Company shall have the right to withhold, or to
require a Participant to remit to the Company, an amount sufficient to satisfy
the Company's resulting federal, state, and local withholding and employment tax
requirements with respect to such Award.
11.2 Stock Withholding Elections. With the consent of the Committee, or
as expressly provided under the terms of the Award, a Participant may make an
irrevocable election to (a) have shares of Stock otherwise issuable thereunder
withheld, or (b) tender to the Company shares of Stock then held by the
Participant (whether received pursuant to (i) or (ii) or in any other
transaction) having an aggregate Fair Market Value sufficient to satisfy the
Company's minimum total federal, state and local income and employment tax
withholding obligations associated with the transaction. Such elections, if
available, must be made by a Participant on or prior to the tax date.
11.3 Severability. If any provision of this Plan, or any Award, is held
to be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of this Plan or any Award, but such provision
shall be fully severable, and the Plan or Award, as applicable, shall be
construed and enforced as if the illegal or invalid provision had never been
included in the Plan or Award, as applicable.
11.4 Notice. Whenever any notice is required or permitted under this
Plan, such notice must be in writing and personally delivered or sent by mail or
delivery by a nationally recognized courier service. Any notice required or
permitted to be delivered under this Plan shall be deemed to be delivered on the
date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third Business Day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address that such person has previously specified in
accordance with this Subsection, or, if by courier, seventy-two (72) hours after
it is sent, addressed as described in this Subsection. The Company or the
Participant may change, at any time and from time to time, by written notice to
the other, the address that it or he had previously specified for receiving
notices; provided further, that a Participant who is not an Employee must file
such written
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notice with the Committee. Until changed in accordance with this Plan, the
Company and the Participant shall be deemed to have specified as its and his
address for receiving notices (i) as to the Company, the principal executive
offices of the Company, and (ii) as to the Participant, (A) where the
Participant is an Employee, the most current address of the Participant set
forth in the Company's employment records, and (B) where Participant is not an
Employee, the address set forth in the most recent notice. Any person entitled
to notice under this Plan may waive such notice. Without limiting the generality
of the forgoing, for all purposes hereof, the address of the Company shall be
the address of the Committee.
Section 12. Indemnification
12.1 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
made in good faith and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not apply to any acts of willful
misconduct by any member of the Committee or the Board. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Charter or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.
Section 13. Requirements of Law
13.1 Requirements of Law. The granting of Awards and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
13.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Maryland.
FELCOR LODGING TRUST INCORPORATED
By: /s/ LAWRENCE D. ROBINSON
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Name: Lawrence D. Robinson
Title: Executive Vice President &
General Counsel
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