MORGAN HOTELS GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • Delaware
Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
AMENDED AND RESTATED LOAN AGREEMENT between 1100 West Properties, LLC, a Delaware limited liability company as Borrower The Lenders Party Hereto as Lenders and Eurohypo AG, New York Branch as Administrative Agent Date: As of November 25, 2008Loan Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of November 25, 2008, among 1100 WEST PROPERTIES, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, a “Lender” and, collectively, the “Lenders”); and EUROHYPO AG, NEW YORK BRANCH (“Eurohypo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT Between 1100 West Holdings, LLC, a Delaware limited liability company as Borrower The Lenders Party Hereto as Lenders and Eurohypo AG, New York Branch as Administrative Agent Dated as of November 25, 2008Mezzanine Loan Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
This Amended and Restated Mezzanine Loan Agreement (this “Agreement”) is entered into as of November 25, 2008 among 1100 WEST HOLDINGS, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, a “Lender” and, collectively, the “Lenders”); and EUROHYPO AG, NEW YORK BRANCH (“Eurohypo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • Delaware
Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
MORGAN HOTELS GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • Delaware
Morgan Hotels Group Co., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLANOmnibus Incentive Plan • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
Pursuant to the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus 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 Stock-Based 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
LTIP UNIT VESTING AGREEMENT UNDER THE MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLANVesting Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
Pursuant to the Morgans Hotel Group Co. Amended and Restated 2007 Omnibus 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 Stock-Based 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
MORGANS HOTEL GROUP CO. AMENDED AND RESTATED 2007 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTOmnibus Incentive Plan Restricted Stock Unit Agreement • March 16th, 2009 • Morgans Hotel Group Co. • Hotels & motels • New York
Morgans Hotel Group Co. (the “Company”), hereby grants restricted stock units relating to shares of its common stock (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”).
