<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 59-3283783
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7380 Sand Lake Road
Suite 650
Orlando, FL 32819
(Address of Principal Executive Offices)
FIRST AMENDED AND RESTATED PLANET HOLLYWOOD
INTERNATIONAL, INC. 1995 STOCK AWARD AND INCENTIVE PLAN
(Full title of the Plan)
Mr. Robert Earl
Chief Executive Officer
Planet Hollywood International, Inc.
7380 Sand Lake Road
Suite 650
Orlando, FL 32819
(Name, Address and Telephone Number, including area code of Agent for Service)
With a Copy to:
Byrd F. Marshall, Jr., Esq.
Gray, Harris & Robinson, P.A.
201 East Pine Street
Suite 1200
Orlando, FL 32801
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Amount to Proposed Maximum Proposed Maximum Amount of
be Offering Price per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered Share Price
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $0.01 par value 6,000,000 $18.82(1) $112,915,870(1) $34,217
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h). The aggregate offering price and
registration fee are based upon the sum of (a) the product that results
from multiplying 4,062,556 shares, which is the number of shares of
Common Stock registered as a part of this
<PAGE> 2
Registration Statement as to which options have been granted but not
exercised under the First Amended and Restated Planet Hollywood
International, Inc. 1995 Stock Award and Incentive Plan (the "Plan"),
by $16.63 per share, which is the weighted average exercise price of
such options, and (b) the product that results from multiplying
1,937,444 shares, which is the number of shares of Common Stock
registered as a part of this Registration Statement as to which options
may be granted under the Plan, by $23.41 per share, which is the
average of the bid and asked prices of the Company's shares of Common
Stock on the Nasdaq National Market System on July 15, 1997.
2
<PAGE> 3
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the First Amended and Restated Planet Hollywood
International, Inc. 1995 Stock Award and Incentive Plan (the "Plan") pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
PLANET HOLLYWOOD INTERNATIONAL, INC. (the "Company") is subject to the
informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:
The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in the preceding paragraph.
The description of the Class A Common Stock, par value $0.01 per share
("Common Stock"), contained in a registration statement filed on Form 8-A under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), subject to the procedures and limitations therein, to indemnify any
person against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Company. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Restated
Bylaws of the Company provide for indemnification by the Company of its
directors and officers to the fullest extent permitted by the Delaware
Corporation Law.
The foregoing statements' are subject to the detailed provisions of the
Delaware Corporation Law, the Company's Restated Certificate of Incorporation
and the Company's Restated Bylaws.
Article X of the Company's Restated Bylaws allows the Company to
indemnify any person in connection with any claim or action arising by reason of
such person's status as a director, officer, employee or agent of the Company or
service at the request of the Company as a director, partner, officer, employee
or agent of another entity, if such person acted in good faith and in the best
interests of the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe such conduct was unlawful. The Restated Bylaws also
allow the Company to maintain director and officer liability insurance on behalf
of any person who is or was a director or officer of the Company or such person
who serves or served as a director, officer, agent or employee of another
corporation, partnership or other enterprise at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
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ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
4.1* -- Restated Certificate of Incorporation of the
Registrant.
4.2* -- First Amended and Restated Bylaws of the Registrant.
5.1 -- Opinion of Gray, Harris & Robinson, P.A.
23.1 -- Consent of Gray, Harris & Robinson, P.A. included in
Exhibit 5.1.
23.2 -- Letter of Consent from Price Waterhouse LLP.
24.1 -- Power of Attorney included in the signature page
hereto.
99.1 -- First Amended and Restated Planet Hollywood
International, Inc. 1995 Stock Award and Incentive
Plan.
</TABLE>
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* Incorporated by reference to the Registration Statement on Form S-1
previously filed by the Registrant (file no. 333-1490)
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
5
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section l5(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred by a
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy and as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on the 18th day of
July, 1997.
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By: /s/ Robert I. Earl
-------------------------------------
Robert I. Earl
President and Chief Executive Officer
6
<PAGE> 7
POWER OF ATTORNEY
We, the undersigned, officers and directors of PLANET HOLLYWOOD
INTERNATIONAL, INC., hereby severally constitute ROBERT I. EARL and SCOTT E.
JOHNSON, and each of them singly, our true and lawful attorneys with full power
to any of them, and to each of them singly, to sign for us and in our names in
the capacities indicated below the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and
directors to enable PLANET HOLLYWOOD INTERNATIONAL, INC. to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 18th day of July, 1997.
/s/ Thomas Avallone /s/ Mark McCormack
- ------------------------------------ ----------------------------------
Thomas Avallone Mark McCormack
Executive Vice President, Chief Director
Financial Officer and Director
/s/ Keith Barish
- ------------------------------------ ----------------------------------
Keith Barish One Beng Seng
Chairman of the Board of Directors Director
and Director
/s/ Robert I. Earl /s/ Isadore Sharp
- ------------------------------------ ----------------------------------
Robert I. Earl Isadore Sharp
President, Chief Executive Officer Director
and Director
/s/ Claudio Gonzalez /s/ Michael L. Tarnopol
- ------------------------------------ ----------------------------------
Claudio Gonzalez Michael L. Tarnopol
Director Director
/s/ Robert Krasnow
- ------------------------------------
Robert Krasnow
Director
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
4.1* -- Restated Certificate of Incorporation of the
Registrant.
4.2* -- First Amended and Restated Bylaws of the Registrant.
5.1 -- Opinion of Gray, Harris & Robinson, P.A.
23.1 -- Consent of Gray, Harris & Robinson, P.A. included in
Exhibit 5.1.
23.2 -- Letter of Consent from Price Waterhouse LLP.
24.1 -- Power of Attorney included in the signature page
hereto.
99.1 -- First Amended and Restated Planet Hollywood
International, Inc. 1995 Stock Award and Incentive
Plan.
</TABLE>
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* Incorporated by reference to the Registration Statement on Form S-1 previously
filed by the Registrant (file no. 333-1490)
8
<PAGE> 1
EXHIBIT 5.1
July 18, 1997
Planet Hollywood International, Inc.
7380 Sand Lake Road
Suite 650
Orlando, Florida 32819
RE: FIRST AMENDED AND RESTATED PLANET HOLLYWOOD INTERNATIONAL, INC.
1995 STOCK AWARD AND INCENTIVE PLAN (THE "PLAN")
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 18, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 6,000,000 shares of Planet Hollywood
International, Inc. Class A Common Stock, $0.01 par value per share, (the
"Shares") to be distributed pursuant to the Plan. As your counsel in connection
with this registration process, we have examined the proceedings proposed to be
taken in connection with said sale and the issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares when issued and sold in the
manner referred to in the Registration Statement will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto and any registration statement for the same offering
covered by the Registration Statement that is to be
<PAGE> 2
GRAY, HARRIS & ROBINSON
Professional Association
Planet Hollywood International, Inc.
Page 2
July 18, 1997
effective upon filing pursuant to Rule 462(b) and all post-effective
amendments thereto.
Very truly yours,
GRAY, HARRIS & ROBINSON, P.A.
By: /s/ William A. Grimm
---------------------
William A. Grimm
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1997, which appears on
page 18 of Planet Hollywood International, Inc.'s Annual Report on Form 10-K
for the year ended December 29, 1996.
/s/ Price Waterhouse LLP
- ----------------------------
Price Waterhouse LLP
Orlando, Florida
July 18, 1997
<PAGE> 1
EXHIBIT 99.1
FIRST AMENDED AND RESTATED
PLANET HOLLYWOOD INTERNATIONAL, INC.
1995 STOCK AWARD
AND INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the Planet Hollywood International, Inc. First Amended
and Restated 1995 Stock Award and Incentive Plan (the "Plan") is to afford an
incentive to selected directors, employees and independent contractors of Planet
Hollywood International, Inc. or any Subsidiaries or any Affiliates which now
exist or hereafter are organized or acquired (collectively, the "Company"), to
acquire a proprietary interest in the Company, to continue as directors,
employees or independent contractors, as appropriate, to increase their efforts
on behalf of the Company and/or to promote the success of the Company's
business.
2. Definitions.
The following terms, as used herein, shall have the following meanings:
(a) "Affiliate" shall mean (i) any limited partnership the
general partner of which is either Planet Hollywood or a Subsidiary; (ii) any
limited liability company in which either Planet Hollywood or a Subsidiary owns
at least fifty percent (50%) of the economic interests of such company; (iii)
any general partnership or joint venture in which either Planet Hollywood or a
Subsidiary owns at least fifty percent (50%) of the partnership interests or
venture interests, respectively; (iv) any foreign entity in which Planet
Hollywood or a Subsidiary owns at least fifty percent (50%) of the shares or
other interests of such company and controls at least fifty percent (50%) of the
Board of Directors or similar governing body of such company; and (v) Orlando
Corporate Services, Inc., a Florida corporation.
(b) "Award" shall mean any Option, SAR, Restricted Stock,
Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award or Other
Cash-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract, or other instrument or document between the Company and a Participant
or a Grantee evidencing an Award.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Change in Control" shall mean the occurrence of an event
described in Section 12(f) hereof.
(f) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
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<PAGE> 2
(g) "Committee" shall mean the Committee as appointed by the
Board and as described in Section 3 hereof.
(h) "Company" shall mean, collectively, Planet Hollywood and
all of its Subsidiaries and Affiliates now held or hereafter formed, organized,
or acquired.
(i) "Consolidated Net Earnings" shall mean the net earnings of
the Company for each fiscal year in a Performance Period determined in
accordance with generally accepted accounting principles and reported upon by
the Company's independent accountants, but before any provision for amounts paid
or accrued with respect to Awards in respect of such Performance Period.
(j) "Disability" shall mean a disability which would qualify
as a "permanent and total disability" under Section 22(e)(3) of the Code or any
successor provision.
(k) "Dividend Equivalent" shall mean a right, granted to a
Participant under Section 10, to receive cash, Stock, or other property equal in
value to dividends paid with respect to a specified number of shares of Stock.
Dividend Equivalents may be awarded on a freestanding basis or in connection
with another Award, and may be paid currently or on a deferred basis.
(l) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(m) "Fair Market Value" of a share of Stock on any date shall
mean (1) the last sale price of such Stock, on such date or, if no sale takes
place on such date, the average of the closing bid and asked prices thereof on
such date, in each case as officially reported on the principal national
securities exchange on which such Stock is then listed or admitted to trading,
or (2) if such Stock is not then listed or admitted to trading on any national
securities exchange but is designated as a national market system security by
the National Association of Securities Dealers, Inc., the last trading price of
the Stock on such date, or (3) if there shall have been no trading on such date
or if the Stock is not so designated, the average of the closing bid and asked
prices of the Stock on such date as shown by the NASD automated quotation
system, or (4) if such Stock is not then listed or admitted to trading on any
national exchange or quoted in the over-the-counter market, the value determined
by the Committee.
(n) "Grantee" shall mean an officer, director or other
employee of the Group who is, pursuant to Section 4 of the Plan, selected to
participate herein with respect to the grant of an Incentive Stock Option.
2
<PAGE> 3
(o) "Group" shall mean, collectively, Planet Hollywood and all
of its Subsidiaries now held or hereafter formed, organized, or acquired.
(p) "Incentive Stock Option" shall mean an Option that meets
the requirements of Section 422 of the Code, or any successor provision, and
that is designated by the Committee as an Incentive Stock Option.
(q) "Nonqualified Stock Option" shall mean an Option other
than an Incentive Stock Option.
(r) "Operating Earnings Per Share" shall mean the per share
net earnings of the Company for each fiscal year in a Performance Period
determined in accordance with generally accepted accounting principles and
reported in the Company's audited financial statements for such fiscal year.
(s) "Option" shall mean the right, granted pursuant to this
Plan, of a holder to purchase shares of Stock at a price and upon the terms to
be specified by the Committee.
(t) "Other Cash-Based Award" shall mean cash awarded under
Section 11, including cash awarded as a bonus or upon the attainment of
specified performance criteria or otherwise as permitted under the Plan.
(u) "Other Stock-Based Award" shall mean a right or other
interest granted to a Participant under Section 11 that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Stock, including, but not limited to (1) unrestricted Stock
awarded as a bonus or upon the attainment of specified Performance Goals or
otherwise as permitted under the Plan, and (2) a right granted to a Participant
to acquire Stock from the Company for cash and/or a promissory note containing
terms and conditions prescribed by the Committee.
(v) "Participant" shall mean (i) an officer or director of the
Company, whether or not an employee, (ii) an employee of the Company who is not
an officer or director, or (iii) a person or service company that performs
services in the capacity of an independent contractor on behalf of the Company,
who (or which) is, pursuant to Section 4 of the Plan selected to participate
herein; provided, however, any Participant who (or which) is not also a Grantee
hereunder shall not be eligible to participate in the grant of an Incentive
Stock Option hereunder.
(w) "Performance Goal" shall mean the criteria and objectives,
determined by the Committee, which must be met during the applicable Performance
Period as a condition of the Participant's receipt of payment with respect to an
Award.
3
<PAGE> 4
Performance Goals may include any or all of the following: (i) attainment of an
amount of cumulative Consolidated Net Earnings during a Performance Period: (ii)
attainment of a percentage of Return on Equity for a Performance Period; (iii)
attainment of amounts of Operating Earnings Per Share of the Company; (iv)
increases in the market price of Stock or levels of total return to shareholders
during the Performance Period; (v) attainment of goals established based on the
financial performance of individual subsidiaries or business segments of the
Company relating to increases in total revenues, operating expenses or pre-tax
operating earnings; (vi) such other personal performance goals as the Committee
shall, from time to time, establish.
(x) "Performance Period" shall mean a period of three
consecutive years or such other period (which in no case may be less than one
year) as may be determined by the Committee.
(y) "Plan" shall mean the Planet Hollywood International, Inc.
First Amended and Restated 1995 Stock Award and Incentive Plan.
(z) "Plan Year" shall mean the Company's fiscal year.
(aa) "Planet Hollywood" shall mean Planet Hollywood
International, Inc.
(bb) "Relationship" shall mean, solely with respect to an
independent contractor, such individual's or service company's capacity of
performing services as an independent contractor for the Company, and solely
with respect to a director that is not an employee of the Company, the
termination of such individual's position as a director of the Company.
(cc) "Restricted Stock" shall mean an Award of shares of Stock
to a Participant under Section 8 that may be subject to certain restrictions and
to a risk of forfeiture.
(dd) "Restricted Stock Unit" shall mean a right granted to a
Participant under Section 9 to receive Stock or cash at the end of a specified
deferral period, which right may be conditioned on the satisfaction of
Performance Goals or other criteria as may be determined by the Committee.
(ee) "Retirement" shall mean retirement of a Participant (who
is not an independent contractor) or a Grantee from the employ of the Company in
accordance with the terms of an applicable qualified retirement plan or, if such
Participant or Grantee is not covered by such a plan, on or after such
Participant's or Grantee's 65th birthday.
(ff) "Return on Equity" shall mean, for each fiscal year, the
quotient obtained by dividing (i) Consolidated Net
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<PAGE> 5
Earnings for a fiscal year by (ii) the average of common shareholders' equity of
the Company as of the beginning and the end of such fiscal year.
(gg) "Rule 16b-3" shall mean Rule 16b-3 under the Exchange
Act.
(hh) "Stock" shall mean shares of non-voting Class B Common
Stock, par value $.01 per share, of Planet Hollywood; provided, however, at such
time as all of the shares of Planet Hollywood's existing Class B Common Stock
are converted into an equivalent number of shares of Planet Hollywood's Class A
Common Stock (upon the approval and filing of a Restated Certificate of
Incorporation), then "Stock" shall mean, without any further action by the Board
or the Committee and without amendment to this Plan, shares of voting Class A
Common Stock, par value $.01 per share, of Planet Hollywood.
(ii) "SAR" shall mean a tandem or freestanding stock
appreciation right, granted to a Participant under Section 7, to be paid in an
amount measured by the appreciation in the Fair Market Value of Stock from the
date of grant to the date of exercise of the right.
(jj) "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
an Award, each of the corporations (other than the last corporation in the
unbroken chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.
(kk) "Ten Percent Stockholder" shall mean a Grantee who, at
the time an Incentive Stock Option is to be granted to such Grantee, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
Planet Hollywood (or any Subsidiary) within the meaning of Section 424(d) of the
Code.
(ll) "Unvested Portion" shall mean that portion of an Option
or an SAR granted to a Participant or Grantee hereunder which is not a Vested
Portion. In the event a Participant or a Grantee is granted more than one Option
or SAR, the "Unvested Portion" shall refer to all of such Unvested Portions.
(mm) "Vested Portion" shall mean, as of a particular date,
that portion of an Option or an SAR granted to a Participant or Grantee
hereunder which is exercisable, and with respect to which a Participant or a
Grantee is vested, pursuant to the terms of such Participant's or Grantee's
Award Agreement. In the event a Participant or a Grantee is granted more than
one Option or SAR, the "Vested Portion" shall refer to all of such Participant's
or Grantee's Vested Portions.
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<PAGE> 6
3. Administration.
The Plan shall be administered by the Committee. The Committee shall
have the authority in its sole discretion, subject to and not inconsistent with
the express provisions of the Plan, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions, restrictions and Performance Goals
relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, canceled, forfeited, exchanged, or
surrendered; to make adjustments in the Performance Goals in recognition of
unusual or non-recurring events affecting the Company or the financial
statements of the Company, or in response to changes in applicable laws,
regulations, or accounting principles; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Award Agreements; and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.
The Committee shall consist of two or more persons each of whom is a
"disinterested person" within the meaning of Rule 16b-3. The Committee may
appoint a chairperson and a secretary and may make such rules and regulations
for the conduct of its business as it shall deem advisable, and shall keep
minutes of its meetings. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by conference
telephone at a meeting or by written consent. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may deem advisable, and the Com mittee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company, the Participant, the Grantee
(or any person claiming any rights under the Plan from or through any
Participant or Grantee) and any stockholder.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder.
4. Eligibility.
Awards may be granted to (i) officers, directors and other employees of
the Company, (ii) directors who are not employees of
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<PAGE> 7
the Company, and (iii) persons and service companies providing services in their
capacities as independent contractors for the Company, in the sole discretion of
the Committee. In determining the persons or service companies to whom Awards
shall be granted and the type of Award, the Committee shall take into account
such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.
5. Stock Subject to the Plan; Limitation on Grants. The maximum number
of shares of Stock reserved for issuance pursuant to the Plan shall be Six
Million (6,000,000) shares, subject to the adjustment as provided herein;
provided, however, in the event the Board approves and effects a stock split,
then the maximum number of shares of Stock reserved for issuance pursuant to the
Plan shall, without any further action by the Board or the Committee and without
amendment to this Plan, be correspondingly increased (in accordance with the
terms of such split), subject to adjustment as provided herein.(1)
In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock which may thereafter be issued
in connection with Awards, (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding Awards, and (iii) the exercise price, grant
price, or purchase price relating to any Award; provided, that, with respect to
Incentive Stock Options, such adjustment shall be made in accordance with
Section 424 of the Code.
If any Award granted under this Plan is terminated or expires for any
reason whatsoever, in whole or in part, the shares (or remaining shares) of
Stock subject to that particular Award shall again be available for grant under
this Plan.
6. Stock Options. The Committee shall have authority to grant
Nonqualified Stock Options to Participants and Incentive Stock Options to
Grantees on the following terms and conditions:
(a) Number of Shares. Each Award Agreement shall state the
number of shares of Stock to which the Option relates.
- ---------------------
(1) As amended by stockholder approval at the May 16, 1997 Annual Meeting of
Stockholders.
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<PAGE> 8
(b) Type of Option. Each Award Agreement shall specifically
state that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.
(c) Option Price. Each Award Agreement shall state the Option
price. The Option price per share of Stock purchasable under an Option shall be
determined by the Committee; provided, that, in the case of an Incentive Stock
Option, such exercise price shall be not less than the Fair Market Value of a
share on the date of grant of such Option. The date as of which the Committee
adopts a resolution expressly granting an Option shall be considered the day on
which such Option is granted.
(d) Method and Time of Payment. The Option price shall be paid
in full, at the time of exercise, in cash or in shares of Stock having a Fair
Market Value equal to such Option price or in a combination of cash and Stock
or, in the sole discretion of the Committee, through a cashless exercise
procedure.
(e) Term and Exercisability of Options. Options shall be
exercisable over the exercise period (which, with respect to Incentive Stock
Options, shall not exceed ten (10) years from the date of grant), at such times
and upon such conditions as the Committee may determine, as reflected in the
Award Agreement; provided, that, the Committee shall have the authority to
accelerate the exercisability or vesting of any outstanding Option (including,
without limitation, the exercisability or vesting of any outstanding Option
after the occurrence of an event described in Section 6(i) below), or extend the
exercise period, at such times and under such circumstances as it, in its sole
discretion, deems appropriate; provided, however, with respect to Incentive
Stock Options, the Committee shall not be permitted to extend the exercise
period beyond that date which is ten (10) years from the date of grant. An
Option may be exercised, as to any or all full shares of Stock as to which the
Option has become exercisable, by written notice delivered in person or by mail
to the Secretary of Planet Hollywood, specifying the number of shares of Stock
with respect to which the Option is being exercised. For purposes of the
preceding sentence, the date of exercise will be deemed to be the date upon
which the Secretary of Planet Hollywood receives such notification, provided
that payment for such shares is received by Planet Hollywood upon such date.
(f) Delivery of Purchased Stock. On the exercise date
specified in the Participant's or Grantee's notice or as soon thereafter as is
practicable, Planet Hollywood shall deliver to the exercising Participant or
Grantee, a certificate or certificates for the shares of Stock then being
purchased (out of theretofore unissued Stock or reacquired Stock, as Planet
Hollywood may elect) upon full payment for such shares. The obligation of Planet
Hollywood to deliver Stock shall, however, be subject to the condition that if
at any time the Board shall determine in its
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<PAGE> 9
discretion that the listing, registration or qualification of the Option or such
shares upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the Option or the issuance
or purchase of Stock thereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
(g) Failure to Pay or Accept Delivery. If an exercising
Participant or Grantee fails to pay for any Stock specified in such notice or
fails to accept delivery thereof, such Participant's or Grantee's right to
purchase such Stock may be terminated by Planet Hollywood.
(h) No Rights of Shareholders. Neither any Participant
nor Grantee nor any personal representative (or beneficiary) shall be, or shall
have any rights and privileges of, a shareholder of Planet Hollywood with
respect to any shares of Stock purchasable or issuable upon the exercise of any
Option granted hereunder, in whole or in part, prior to the date of exercise of
such Option.
(i) Termination. If a Participant's or Grantee's
employment by, or Relationship with, the Company terminates, Options granted to
such Participant or Grantee prior to such termination shall remain exercisable
following the effective date of such termination as follows:
(i) Cause. If the Relationship of a Participant
or the employment of a Participant or Grantee by the Company is terminated for
cause, all Options granted to such Participant or Grantee shall be canceled as
of the effective date of such termination;
(ii) Retirement or Disability. Upon a
Participant's or Grantee's termination of employment by reason of Retirement or
Disability, or a Participant's Relationship by reason of Disability, such
Participant's or Grantee's Vested Portion as of the effective date of such
Retirement or Disability shall remain exercisable for a period of one (1) year
following such effective date (or for such longer period as may be prescribed by
the Committee, but in no event beyond the expiration date of such Option) and
such Participant's or Grantee's Unvested Portion as of the effective date of
such Retirement or Disability shall be canceled;
(iii) Other Terminations of the Relationship or
Employment. If a Participant's Relationship or a Participant's or Grantee's
employment by the Company is terminated for any reason other than those
described in subsection (i) or (ii) above, the Vested Portion as of the
effective date of such termination of the
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<PAGE> 10
Relationship or employment shall remain exercisable for a period of three (3)
months from the effective date of such termination of the Relationship or
employment (or for such longer period as may be prescribed by the Committee, but
in no event beyond the expiration date of such Option) and the Unvested Portion
as of the effective date of such Participant's or Grantee's termination of the
Relationship or employment shall be canceled;
(iv) Death. If a Participant dies during the
Relationship or a Participant or Grantee dies while employed by the Company or
during the applicable Option exercise period following the effective date of
such Participant's or Grantee's Retirement, Disability or other termination of
the Relationship or employment, as described in subsections (ii) or (iii) above,
such Participant's or Grantee's executors, administrators, legatees or
distributees shall have a period expiring on the date one (1) year from the date
of such Participant's or Grantee's death (or for such longer period as may be
prescribed by the Committee, but in no event beyond the expiration date of such
Option) within which to exercise such Participant's or Grantee's exercisable
Options and the Unvested Portion as of the date of such Participant's or
Grantee's death shall become fully vested as of such date (except with respect
to the death of a Participant or Grantee occurring after the effective date of
such Participant's or Grantee's Retirement, Disability or other termination of
the Relationship or employment, in which case, such Unvested Portion as of the
effective date of such Participant's or Grantee's death shall be canceled).
A transfer of a Participant's or Grantee's Relationship between Planet
Hollywood and any Subsidiary or Affiliate, or between any Subsidiaries or
Affiliates, shall not be deemed to be a termination of such Participant's or
Grantee's Relationship. Further, the conversion of a Participant from an
independent contractor to an employee, or vice versa, shall not be considered a
termination of such Participant's Relationship or employment.
(j) Other Provisions. Options may be subject to such other
conditions (which conditions shall lapse; provided, the Committee shall
prescribe in its discretion the duration of such lapsing conditions) including,
but not limited to, restrictions on transferability of the shares acquired upon
exercise of such Options, as the Committee may prescribe in its discretion.
(k) Incentive Stock Options. Options granted as Incentive Stock
Options shall be subject to the following special terms and conditions, in
addition to the general terms and conditions specified in this Section 6(k).
(i) Value of Shares. The aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and all other plans of the
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<PAGE> 11
Group become exercisable for the first time by each Grantee during any calendar
year shall not exceed $100,000.
(ii) Ten Percent Stockholder. In the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, (x) the Option Price shall
not be less than one hundred ten percent (110%) of the Fair Market Value of the
shares of Stock on the date of grant of such Incentive Stock Option, and (y) the
exercise period shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.
(iii) Issuance to Grantees. Incentive Stock Options shall
be awarded solely to those eligible persons that are Grantees hereunder.
7. Stock Appreciation Rights. The Committee is authorized
to grant freestanding SARs and SARs granted in tandem with an Option to
Participants on the following terms and conditions:
(a) In General. Unless the Committee determines otherwise, an
SAR (1) granted in tandem with a Nonqualified Stock Option may be granted at the
time of grant of the related Nonqualified Stock Option or at any time thereafter
or (2) granted in tandem with an Incentive Stock Option may only be granted at
the time of grant of the related Incentive Stock Option. An SAR granted in
tandem with an Option shall be exercisable only to the extent the underlying
Option is exercisable.
(b) SARs. An SAR shall confer on the Participant a right to
receive with respect to each share subject thereto, upon exercise thereof, the
excess of (1) the Fair Market Value of one share of Stock on the date of
exercise over (2) the grant price of the SAR (which in the case of an SAR
granted in tandem with an Option shall be equal to the exercise price of the
underlying Option, and which in the case of any other SAR shall be such price as
the Committee may determine).
(c) Treatment of Related Options and Tandem SARs Upon
Exercise. Upon the exercise of a tandem SAR, the related Option shall be
canceled to the extent of the number of shares of Stock as to which the tandem
SAR is exercised and upon the exercise of an Option granted in connection with a
tandem SAR, the tandem SAR shall be canceled to the extent of the number of
shares of Stock as to which the Option is exercised.
(d) Method of Exercise. SARs shall be exercised by a
Participant only by a written notice delivered in person or by mail to the
Secretary of Planet Hollywood, specifying the number of shares of Stock with
respect to which the SAR is being exercised. If requested by the Committee, the
Participant shall deliver the Award Agreement evidencing the SAR and the related
Option (if applicable) to the Secretary of Planet Hollywood, who shall endorse
thereon a notation of such exercise and return such Award
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<PAGE> 12
Agreement to the Participant. For purposes of this subsection (d), the date of
exercise will be deemed to be the date upon which the Secretary of Planet
Hollywood receives such notification.
(e) Form of Payment. Payment of the amount determined under
subsection (d) above may be made in whole shares of Stock in a number determined
based upon their Fair Market Value on the date of exercise of the SAR or,
alternatively, at the sole discretion of the Committee, solely in cash, or in a
combination of cash and shares of Stock as the Committee deems advisable. If the
Committee decides to make full payment in shares of Stock, and the amount
payable results in a fractional share, payment for the fractional share will be
made in cash. Notwithstanding the foregoing, to the extent required by Rule
16b-3, no payment in the form of cash may be made upon the exercise of a SAR to
a Participant who is subject to the reporting requirements of Section 16(a) of
the Exchange Act, unless the exercise of such SAR is made during the period
beginning on the third business day and ending on the twelfth business day
following the date of release for publication of the Company's quarterly or
annual statements of earnings or is otherwise made under circumstances which
comply with said Rule 16b-3.
(f) Term and Exercisability of Freestanding SARs. Each
applicable Award Agreement shall provide the exercise schedule for the
freestanding SAR as determined by the Committee; provided, that, the Committee
shall have the authority to accelerate the exercisability of any freestanding
SAR at such time and under such circumstances as it, in its sole discretion,
deems appropriate. The exercise period shall be ten (10) years from the date of
the grant of the freestanding SAR or such shorter period as is determined by the
Committee. The exercise period shall be subject to earlier termination as
provided in Section 7(g) hereof.
(g) Termination. The terms and conditions set forth in
Section 6(i) hereof, relating to exercisability of Options in the event
of termination of the Relationship or employment with the Company shall apply
equally with respect to the exercisability of freestanding SARs following
termination of the Relationship or employment.
8. Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:
(a) Issuance and Restrictions. Each applicable Award
Agreement shall set forth the number of shares of Restricted Stock granted
pursuant to the Award Agreement. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may impose at the date of grant or thereafter, which restrictions may lapse
separately or in combination at such times, under such circumstances, in such
installments, or otherwise, as the Committee may determine. Such
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<PAGE> 13
conditions may lapse in whole or in part based upon achievement of such
Performance Goals for the Performance Period as have been set by the Committee.
(b) Restrictions. Prior to vesting, shares of Restricted Stock
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, or, if then
permitted under Rule 16b-3, pursuant to a qualified domestic relations order as
defined in Title I of the Employee Retirement Income Security Act of 1974, as
amended. Certificates for shares of Stock issued pursuant to awards of
Restricted Stock shall bear an appropriate legend referring to such
restrictions, and any attempt to dispose of any such shares of Stock in
contravention of such restrictions shall be null and void and without effect.
Prior to vesting, such certificates shall be held in escrow by an escrow agent
appointed by the Committee.
(c) Forfeiture. Subject to such exceptions as may be
determined by the Committee, if the Participant's continuous Relationship or
employment with the Company shall terminate for any reason prior to vesting of
the Restricted Stock, or to the extent any Performance Goals for the Performance
Period are not met, any shares remaining subject to restrictions shall thereupon
be forfeited by the Participant and transferred to, and reacquired by, the
Company at no cost to the Company; provided, that, the Committee may provide, by
rule or regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part.
(d) Rights as a Stockholder. Except to the extent restricted
under the Award Agreement, a Participant shall have all of the rights of a
Stockholder including, without limitation, the right to vote Restricted Stock
and the right to receive dividends thereon. Dividends paid on Restricted Stock
shall be either paid at the dividend payment date, or deferred for payment to
such date as determined by the Committee, in cash or in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such dividends. Stock
distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.
(e) Other Provisions. The Restricted Stock Agreements
authorized under the Plan shall contain such other provisions not inconsistent
with this Plan, including, without limitation, the imposition of restrictions
upon the transferability of Restricted Stock and conditions on vesting of
Restricted Stock as the Committee shall deem advisable.
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<PAGE> 14
9. Restricted Stock Units. The Committee is authorized to
grant Restricted Stock Units to Participants, subject to the following terms
and conditions:
(a) Award and Restrictions. Delivery of Stock or cash, as
determined by the Committee, will occur upon expiration of the deferral period
specified for Restricted Stock Units by the Committee. In addition, Restricted
Stock Units shall be subject to such restrictions as the Committee may impose,
at the date of grant or thereafter, which restrictions may lapse at the
expiration of the deferral period or at earlier or later specified times,
separately or in combination, in installments or otherwise, as the Committee
may determine. Such restrictions may lapse in whole or in part based upon
achievement of such Performance Goals for the Performance Period as have been
set by the Committee.
(b) Forfeiture. Upon termination of the Relationship or
employment during the applicable deferral period or portion thereof to which
forfeiture conditions apply, or upon failure to satisfy any other conditions
precedent to the delivery of Stock or cash to which such Restricted Stock Units
relate (or to the extent any Performance Goals for the Performance Period are
not met), all Restricted Stock Units that are then subject to deferral or
restriction shall be forfeited; provided, that, the Committee may provide, by
rule or regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Stock
Units will be waived in whole or in part.
10. Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants. The Committee may provide, at the date of
grant or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Stock, or other
investment vehicles as the Committee may specify, provided that Dividend
Equivalents (other than freestanding Dividend Equivalents) shall be subject to
all conditions and restrictions of the underlying Awards to which they relate.
11. Other Stock-or Cash-Based Awards. The Committee is authorized
to grant to Participants Other Stock-Based Awards or Other Cash-Based Awards as
an element of or supplement to any other Award under the Plan, as deemed by the
Committee to be consistent with the purposes of the Plan. Such Awards may be
granted with value and payment contingent upon achievement of Performance Goals
or any other factors designated by the Committee. The Committee shall determine
the terms and conditions of such Awards at the date of grant or thereafter.
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<PAGE> 15
12. General Provisions.
(a) Compliance with Legal Requirements. The Plan and the
granting and exercising of Awards, and the other obligations of the Company
under the Plan and any Award Agreement or other agreement shall be subject to
all applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Stock under
any Award as the Company may consider appropriate, and may require any
Participant or Grantee to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or delivery of
Stock in compliance with applicable laws, rules and regulations.
(b) Nontransferability. Awards shall not be transferable by a
Participant or Grantee except by will or the laws of descent and distribution
or, if then permitted under Rule 16b-3, pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, and shall be
exercisable during the lifetime of a Participant or Grantee only by such
Participant or Grantee or their guardian or legal representative.
(c) No Right To Continued Employment or Relationship. Nothing
in the Plan or in any Award granted or any Award Agreement or other agreement
entered into pursuant hereto shall confer upon any Participant or Grantee the
right to continue in the employ of the Company or in their Relationship, or to
be entitled to any remuneration or benefits not set forth in the Plan or such
Award Agreement or other agreement or to interfere with or limit in any way the
right of the Company to terminate such Participant's or Grantee's employment or
Relationship.
(d) Withholding Taxes. Where a Participant or Grantee or other
person is entitled to receive shares of Stock pursuant to the exercise of an
Option or is otherwise entitled to receive shares of Stock or cash pursuant to
an Award hereunder, the Company shall have the right to require the Participant
or Grantee or such other person to pay to the Company the amount of any taxes
which the Company may be required to withhold before delivery to such
Participant or Grantee or other person of cash or a certificate or certificates
representing such shares.
Unless otherwise prohibited by the Committee or by applicable law, a
Participant or Grantee may satisfy any such withholding tax obligation by any of
the following methods, or by a combination of such methods: (a) tendering a cash
payment; (b) authorizing the Company to withhold from the shares of Stock or
cash otherwise payable to such Participant or Grantee (1) one or more of such
shares having an aggregate Fair Market Value, determined as of the date the
withholding tax obligation arises, less than or equal to the amount of the total
withholding tax obligation or (2) cash in
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<PAGE> 16
an amount less than or equal to the amount of the total withholding tax
obligation; or (c) delivering to the Company previously acquired shares of Stock
(none of which shares may be subject to any claim, lien, security interest,
community property right or other right of spouses or present or former family
members, pledge, option, voting agreement or other restriction or encumbrance of
any nature whatsoever) having an aggregate Fair Market Value, determined as of
the date the withholding tax obligation arises, less than or equal to the amount
of the total withholding tax obligation. A Participant's or Grantee's election
to pay his or her withholding tax obligation (in whole or in part) by the method
described in (b)(1) above is irrevocable with respect to such exercise once it
is made, may be disapproved by the Committee and, if made by any person who is
subject to Section 16(b) of the Exchange Act, must be made (x) only during the
period beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings and ending
on the twelfth business day following the date of such release or (y) not less
than six months prior to the date such Participant's or Grantee's withholding
tax obligation arises.
(e) Amendment and Termination of the Plan. The Board or the
Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part; provided, that, no amendment which
requires stockholder approval under applicable law or in order for the Plan to
continue to comply with Rule 16b-3 shall be effective unless the same shall be
approved by the requisite vote of the stockholders of the Company.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Participant or Grantee, without such Participant's or Grantee's
consent, under any Award theretofore granted under the Plan; provided, however,
the Plan may be amended by either the Board or the Committee at any time without
the consent of any Participant or Grantee or the approval of Planet Hollywood's
shareholders if either the Board or the Committee determines, each in its sole
discretion, that amendment is necessary or advisable in the light of any
addition to or change in the Code or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation. The power to
grant Awards under the Plan will automatically terminate ten years after the
adoption of the Plan by the Board. If the Plan is terminated, any unexercised
Award shall continue to be exercisable in accordance with its terms and the
terms of the Plan in effect immediately prior to such termination.
(f) Change in Control. Notwithstanding any other provision of
the Plan to the contrary, if, while any Awards remain outstanding under the
Plan, a "Change in Control" of Planet Hollywood (as defined in this Section
12(f)) shall occur, (1) all Options and freestanding SARs granted under the Plan
that are outstanding at the time of such Change in Control shall become
immediately exercisable in full; (2) with respect to Awards granted
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<PAGE> 17
with respect to Performance Goals, all Performance Periods outstanding at the
time of such Change in Control shall be deemed to have been completed, the
maximum level of performance set forth under the respective Performance Goals
shall be deemed to have been attained and a pro rata portion (based on the
number of full and partial months which have elapsed with respect to each
Performance Period) of each such outstanding Award granted to each Participant
or Grantee for all outstanding Performance Periods shall become payable in cash
to each Participant or Grantee, with the remainder of each such outstanding
award being canceled for no value; and (3) all restrictions with respect to
shares of Restricted Stock or any other Awards not described in (1) and (2)
above shall lapse, and such shares or other Awards shall be fully vested and
nonforfeitable. For purposes of this Section 12(f), with respect to determining
the cash equivalent value of a Restricted Stock Unit, the Fair Market Value of a
share of Stock shall be deemed to equal the greater of (i) the Fair Market Value
of a share of Stock as of the date on which a Change in Control occurs, or (ii)
the price of a share of Stock which is paid or offered to be paid, by any person
or entity, in connection with any transaction which constitutes a Change in
Control pursuant to this Section 12(f).
For purposes of this Section 12(f), a Change in Control of Planet
Hollywood shall occur upon the happening of the earliest to occur of the
following:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than (1) Planet Hollywood, (2) any
trustee or other fiduciary holding securities under an employee benefit plan of
Planet Hollywood, or (3) any corporation owned, directly or indirectly, by the
stockholders of Planet Hollywood in substantially the same proportions as their
ownership of Stock (each an "excluded person")), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Planet Hollywood (not including in the securities
beneficially owned by such person any securities acquired directly from Planet
Hollywood or its affiliates) representing 50% or more of the combined voting
power of Planet Hollywood's then outstanding voting securities;
(ii) during any period of not more than two consecutive
years, individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a person who has entered
into an agreement with Planet Hollywood to effect a transaction described in
clause (i), (iii) or (iv) of this subsection (f)) whose election by the Board or
nomination for election by Planet Hollywood's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (other than approval given in
connection
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with an actual or threatened proxy or election contest), cease for any reason to
constitute at least a 70% majority of the Board;
(iii) the stockholders of Planet Hollywood approve
a merger or consolidation of Planet Hollywood with any other corporation, other
than (A) a merger or consolidation which would result in the voting securities
of Planet Hollywood outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 80% or more of the combined voting
power of the voting securities of Planet Hollywood or such surviving or parent
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of Planet
Hollywood (or similar transaction) in which no "person" (as hereinabove defined)
acquired 50% or more of the combined voting power of Planet Hollywood's then
outstanding securities; or
(iv) the stockholders of Planet Hollywood approve
a plan of complete liquidation of Planet Hollywood or an agreement for the sale
or disposition by Planet Hollywood of all or substantially all of Planet
Hollywood's assets (or any transaction having a similar effect).
(g) Participant or Grantee Rights. No Participant or
Grantee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment for Participants or Grantees.
Except as provided specifically herein, a Participant or Grantee or a transferee
of an Award shall have no rights as a stockholder with respect to any shares
covered by any Award until the date of the issuance of a Stock certificate to
him for such shares.
(h) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or Grantee pursuant to an
Award, nothing contained in the Plan or any Award shall give any such
Participant or Grantee any rights that are greater than those of a general
creditor of the Company.
(i) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, other Awards, or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(j) Governing Law. The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of
the State of Delaware without giving effect to the conflict of laws
principles thereof.
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(k) Effective Date. The Plan shall take effect upon its
adoption by the Board, but the Plan (and any grants of Awards made prior to the
stockholder approval mentioned herein) shall be subject to the requisite
approval of the stockholders of the Company. In the absence of such approval,
such Awards shall be null and void.
(l) Beneficiary. A Participant or Grantee may file with
the Committee a written designation of a beneficiary on such form as may be
prescribed by the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the Participant or Grantee,
the executor or administrator of the Participant's or Grantee's estate shall be
deemed to be such Participant's or Grantee's beneficiary.
(m) Interpretation. The Plan is designed and intended
to comply with Rule 16b-3 and all provisions hereof shall be
construed in a manner to so comply.
19
