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EXHIBIT 10(a)
FIRST AMENDMENT TO LA QUINTA INNS, INC.
AMENDED AND RESTATED 1984 STOCK OPTION PLAN
WHEREAS, La Quinta Inns, Inc. (hereinafter the "Company"), a Texas
corporation, maintains the La Quinta Inns, Inc. Amended and Restated 1984 Stock
Option Plan (the "Plan");
WHEREAS, pursuant to Section 9.1 of the Plan, the Company may amend the
Plan from time to time;
NOW THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows
effective May 26, 1994:
1. Section 3.3 shall be amended and restated in its entirety as
follows:
"3.3. Subject to the provisions of the Plan, the Committee shall
in its discretion, determine which employees of the Company shall be
granted Options, the number of shares subject to option under any
such Options, the dates after which Options may be exercised, in
whole or in part, whether Options shall be ISOs, and the terms and
conditions of the Options. In no event shall the number of shares
subject to options granted to any one employee exceed 350,000 in any
one year."
2. Section 6.13 shall be amended and restated in its entirety as
follows:
"6.13. Special Terms, Conditions and Rules for Options to
Non-Employee Directors. Non-employee directors of the Company shall
be granted Non-ISO Options under the Plan in lieu of annual monetary
retainers and regular and special Board and committee attendance fees
previously paid to non-employee directors by the Company prior to May
21, 1992. The grant of such Options shall occur annually on the date
that, and immediately after, each non-employee director is elected to
the Board at each annual meeting of shareholders, and the total
number of shares subject to each annual Option grant to each
non-employee director shall be 13,500 shares, subject to adjustment
in accordance with Article VIII of the Plan. In the case where a
non-employee director is first elected to the Board to fill a vacancy
or a newly created position on the Board, either (i) by the
shareholders at a special meeting of shareholders duly called for
such purpose or (ii) by action of the Board as may be permitted under
the Articles or Certificate of Incorporation, the By-Laws and the
governing corporate law of the Company, such non-employee director
shall be eligible at such election upon resolution of the Board to
receive an initial Option for 13,500 shares (subject to adjustment in
accordance with Article VIII of the Plan), and thereafter shall
receive annual Options as provided for in the preceding sentence
above. Options granted to non-employee directors pursuant to this
section shall be fully vested on the day following the date an Option
is granted
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and shall be subject to the provisions of Articles II, III, IV, V,
VIII, IX, X, XI and XII of the Plan and to the specific provisions of
sections 6.1, 6.2, 6.5, 6.8, and 6.11 of this Article VI of the Plan
to the extent that any such provisions are not inconsistent with this
section 6.13. Article VII of the Plan and sections 6.3, 6.4, 6.6,
6.7, 6.9, 6.10 and 6.12 of this Article VI shall not apply to Options
granted to non-employee directors under this section 6.13. No Option
or portion thereof granted pursuant to this section 6.13 shall be
exercisable prior to the first anniversary of the date the Option is
granted or after the Termination Date. Moreover, upon any
non-employee director ceasing to be a director of the Company for any
reason, including death, disability, removal or resignation, each
Option held by such non-employee director, whether or not exercisable
at that time, together with all rights hereunder, shall terminate on
the earlier of the Termination Date or the first anniversary of the
date that such non-employee director ceased to be a director of the
Company. This section 6.13 shall not be amended more than once every
six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act, or the rules thereunder."
3. Section 8.1 shall be amended and restated in its entirety as
follows:
"8.1. If (a) the Company shall at any time be involved in a
transaction to which section 424(a) of the Code is applicable; (b)
the Company shall declare a dividend payable in, or shall subdivide,
split or combine, its Common Stock; or (c) any other event shall
occur which in the judgment of the Committee necessitates action by
way of adjusting the terms of the outstanding Options,
(i) the Committee shall forthwith take any such action as in its
judgment shall be necessary to preserve the Optionees' rights
substantially proportionate to the rights existing prior to such
event and, to the extent that such action shall include an
increase or decrease in the number of shares of Common Stock
subject to outstanding Options, the number of shares available
under Article IV above shall be increased or decreased, as the
case may be, proportionately; and
(ii) the number of shares specified as subject to the annual and
initial Options thereafter to be granted to non-employee
directors of the Company in lieu of annual monetary retainers
and regular and special Board and committee attendance fees
pursuant to Section 6.13 above shall be increased or decreased,
as the case may be, proportionately.
The judgment of the Committee with respect to any matter referred to
in this Article shall be conclusive and binding upon each Optionee."