AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGANS GROUP LLCLimited Liability Company Agreement • February 9th, 2006 • Morgans Hotel Group Co. • Hotels & motels • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February , 2006 of Morgans Group LLC (the “Company”) is entered into by and among Morgans Hotel Group Co., as Managing Member (the “Managing Member”), and the Persons identified on the signature pages hereto (the “Non-Managing Members”), together with any other Persons who become Members (as defined herein) in the Company as provided herein;
STOCK OPTION AWARD AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. 2006 OMNIBUS STOCK INCENTIVE PLANStock Option Award Agreement • February 9th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
Pursuant to the Morgans Hotel Group Co. 2006 Omnibus Stock Incentive Plan (the “Plan”) of Morgans Hotel Group Co., a Delaware corporation (the “Company”), this Stock Option Award Agreement (this “Agreement”) is made and entered into as of this day of , 2006 (the “Grant Date”), by and between the Company and (the “Participant”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.
DIRECTOR RSU AWARD AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. 2006 OMNIBUS STOCK INCENTIVE PLANDirector Rsu Award Agreement • February 9th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
Pursuant to the Morgans Hotel Group Co. 2006 Omnibus Stock Incentive Plan (the “Plan”) of Morgans Hotel Group Co. (the “Company”), a Delaware corporation, this Director RSU Award Agreement (this “Agreement”) is made and entered into as this day of , 2006 (the “Grant Date”), by and between the Company and (the “Grantee”), for the purpose of issuing to the Grantee the number of restricted stock units (“RSUs”) specified above (this “Award”) under the terms and conditions set forth herein.
LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. 2006 OMNIBUS STOCK INCENTIVE PLANLtip Unit Vesting Agreement • February 9th, 2006 • Morgans Hotel Group Co. • Hotels & motels • New York
Pursuant to the Morgans Hotel Group Co. 2006 Omnibus Stock Incentive Plan (the “Plan”) and the Limited Liability Company Agreement (the “LLC Agreement”) of Morgans Group LLC (the “LLC”), a Delaware limited liability company, Morgans Hotel Group Co. (the “Company”), a Delaware corporation and the managing member of the LLC, hereby grants to the Grantee named above an Other Award (as defined in the Plan, referred to herein as an “Award”) in the form of, and by causing the LLC to issue to the Grantee, the number of LTIP Units (as defined in the LLC Agreement) set forth above (the “Award LTIP Units”) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LLC Agreement. Upon the close of business on the Final Acceptance Date, if this LTIP Unit Vesting Agreement (this “Agreement”) is accepted, the Grantee shall receive the number of LTIP Units specified above, subject to
