Exhibit 10.16
NONSTATUTORY STOCK OPTION CONTRACT
UNDER THE
FELCOR LODGING TRUST INCORPORTED
AMENDED AND RESTATED
RESTRICTED STOCK AND STOCK OPTION PLAN
This Contract is made and entered into this day of , , but effective
as of , , between FelCor Lodging Trust Incorporated, a Maryland corporation
(the "Company"), and (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has adopted the FelCor Lodging Trust Incorporated ____ Restricted Stock
and Stock Option Plan (the "Plan"); and
WHEREAS, the stockholders of the Company have approved the Plan; and
WHEREAS, pursuant to the Plan, the Compensation Committee of the Board of
Directors of the Company (the "Committee") has selected the Optionee and has
authorized the Company to grant to the Optionee an option to purchase shares of
common stock of the Company ("Common Stock") on the terms and conditions herein
set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Incorporation of the Plan. A copy of the Plan, as amended, is attached
hereto and hereby incorporated herein by reference, and all of the terms,
conditions and provisions contained therein shall be deemed to be terms,
conditions and provisions of this Contract. All terms used herein that are
defined in the Plan shall have the meanings given them in the Plan.
2. Grant of Option. Pursuant to the authorization of the Committee, and
subject to the terms, conditions and provisions contained in the Plan and this
Contract, the Company hereby grants to the Optionee, as a matter of separate
inducement and agreement in connection with his employment, but not in lieu of
any salary or other compensation for his services, an option (the "Option") to
purchase from the Company all or any part of an aggregate of ( ) shares of
Common Stock at the purchase price of Dollars and Cents ($ . ) per share. The
Option shall be deemed to have been granted, and the Date of Grant of the Option
shall be, , .
3. Term of Option; Exercise. This Option shall expire with respect to all
of the shares of Company Common Stock subject hereto on , (the "Expiration
Date"), unless it shall be terminated at an earlier date in accordance with the
provisions of the Plan. This Option shall be come exercisable and the Optionee
may purchase all or any portion of the shares subject hereto at any time (i) on
or after the earlier of (A) , and (B) Optionee's retirement at or after the
age of sixty (60) and (ii) before the Expiration Date (or before any earlier
termination date, in accordance with the provisions of the Plan).
4. Exercise of Options. The Option granted hereunder (to the extent then
exercisable) may be exercised at any time or from time to time by the Optionee
(or, following the death or Disability of the Optionee, the Optionee's executor
or other legal representative) by the giving of written notice of exercise to
the Company, specifying the number of shares of Company Common Stock to be
purchased, and by payment of the purchase price therefor. The purchase price of
Company Common Stock subject to this Option may be paid (i) in cash (including
any personal, certified or bank cashier's check) or (ii) by the surrender to the
Company of shares of Company Common Stock that have been beneficially owned by
the Optionee for more than six (6) months, together with appropriate
endorsements or instruments to effect the transfer thereof to the Company,
valued at its Fair Market Value (as defined in the Plan), or (iii) any
combination of (i) and (ii) above.
5. Limitations on Exercise. The Optionee shall not be entitled to exercise
any one or more Options if, (i) after taking into account for calculation
purposes all of such Optionee's "applicable employee remuneration" other than
under the Plan, the exercise of such Option would cause the Optionee's
"applicable employee remuneration" to exceed $1,000,000 for such taxable year,
(ii) the exercise thereof would violate Federal or state securities laws or
(iii) such exercise would occur within six (6) months following the grant of
such Option or Options. Prior to the death or Disability of the Optionee,
Options granted hereunder may be exercised only by the Optionee. Upon the death
or Disability of the Optionee, subject to the provisions of Section 6 hereof,
Options granted hereunder also may be exercised by an executor or other legal
representative of the Optionee.
6. Termination upon Death, Disability or Termination of Employment. In the
event of the death or Disability of the Optionee, any and all Options that have
not been exercised prior to the earlier of (i) the Expiration Date of such
Options and (ii) the date which is twelve (12) months following the death or
Disability of the Optionee, shall terminate and may not thereafter be exercised.
In the event of the Optionee's retirement, at or after the age of sixty (60),
any and all Options shall remain exercisable at any time prior to the Expiration
Date. In the event of the termination of the Optionee's employment by the
Company for any reason other than the Optionee's death, Disability or
retirement, at or after the age of sixty (60), any and all Options that have not
been exercised prior to the earlier of (i) the Expiration Date of such Options
and (ii) the date which is three (3) months following the date of such
termination of employment by the Company, shall terminate and may not thereafter
be exercised.
7. Notices. All notices, surrenders and other communications required or
allowed to be made or given in connection with the Option granted hereunder
shall be in writing, shall be effective when received and shall be hand
delivered or sent by registered or certified mail (i) if to the Company, to
FelCor Lodging Trust Incorporated, 545 E. John Carpenter Frwy., Suite 1300,
Irving, Texas 75062, Attention: General Counsel, or (ii) if to the Optionee, to
the Optionee at the address set forth beneath his signature hereto, or to such
other address as to which he may have notified the Company pursuant to this
Section.
8. Binding Effect. This Contract shall bind and, except as specifically
provided in the Plan and this Contract, shall inure to the benefit of, the
respective Successors, heirs, legal representatives and assigns of the parties
hereto.
9. Governing Law. This Contract and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of the
State of Maryland.
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IN WITNESS WHEREOF, the Company has caused this Contract to be executed by
its duly authorized officer and the Optionee has hereunto set his hand, on the
day and year first written above.
COMPANY:
FELCOR LODGING TRUST INCORPORATED
By: _____________________________
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OPTIONEE:
Name:
Address:
____________________
____________________
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