<PAGE>
As filed with the Securities and Exchange Commission on January 30, 1997.
File No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
SUBURBAN LODGES OF AMERICA, INC.
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1781184
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Parkwood Circle
Suite 850
Atlanta, Georgia 30339
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
SUBURBAN LODGES OF AMERICA, INC. EMPLOYEE STOCK OPTION PLAN
-----------------------------------------------------------
(Full Title of the Plan)
Mr. David E. Krischer
President and Chief Executive Officer
1000 Parkwood Circle
Suite 850
Atlanta, Georgia 30339
(770) 951-9511
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael H. Trotter, Esq.
KILPATRICK & CODY, LLP
1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per unit offering price registration fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 shares $18.25 <F1> $9,125,000<F1> $2,765.15
<FN>
<F1> Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on $18.25, the average of the high and low prices
quoted on the NASDAQ National Market System on January 24, 1997.
</FN>
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into
this Registration Statement and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Registrant's Prospectus dated November 20, 1996,
filed pursuant to Rule 424(b) under the Securities Act of 1933.
(2) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.
(3) The description of Common Stock contained in the
Registration Statement on Form 8-A, dated March 28, 1996, filed
pursuant to the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.
(4) All other documents subsequently filed by the
Registrant 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 securities offered have been sold or
which deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall
not be personally liable to the Registrant or its shareholders
for monetary damages for breach of duty of care or any other duty
owed to the Registrant as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business
opportunity of the Registrant, (b) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (c)
for unlawful corporate distributions or (d) for any transaction
from which the director received an improper benefit.
Under Article V of the Registrant's Amended and Restated
Bylaws, the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by Georgia law. The
Georgia Business Corporation Code provides that a corporation may
indemnify its directors, officers and agents against judgments,
fines, penalties, amounts paid in settlement, and expenses,
including attorneys' fees, resulting from various types of legal
actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified therein. The
determination concerning whether or not the applicable standard
of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) a majority of a committee
-2-<PAGE>
of disinterested directors or (c) independent legal counsel. No
indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in connection with a
proceeding by or in the right of the corporation in which such
person was adjudged liable to the corporation or (ii) in
connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly
received by him.
The Registrant has entered into indemnity agreements with
certain of its directors and officers (the "Indemnified
Parties"). Under the terms of the indemnity agreements, the
Registrant is required to indemnify the Indemnified Parties
against certain liabilities arising out of their service for the
Registrant. The indemnity agreements require the Registrant (i)
to indemnify each Indemnified Party to the fullest extent
permitted by law; (ii) to provide coverage for each Indemnified
Party under the Registrant's directors and officers liability
insurance policy and (iii) to advance certain expenses incurred
by an Indemnified Party. The indemnity agreements provide
limitations on the Indemnified Party's rights to indemnification
in certain circumstances.
In the event any payments are made to an officer or director
by way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must
notify its shareholders of such payment and all relevant details
in a timely manner, and in no event later than 15 months after
the date of such payment.
The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
-3-<PAGE>
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit Number Description
4(a) Amended and Restated Articles of
Incorporation of the Registrant *
4(b) Amended and Restated Bylaws of the Registrant *
5(a) & 23(a) Opinion and Consent of Counsel to the
Registrant
23(b) Consent of Deloitte & Touche LLP
24(a) Power of Attorney (See Signature Page)
99(a) Suburban Lodges of America, Inc.
Employee Stock Option Plan
__________________________________________________________________
* Incorporated by reference to the
Registrant's Registration Statement on
Form S-1, registration number 333-2876,
filed with the Commission on March 28,
1996, and amendments thereto.
-4-<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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 of 1933, each such post-
effective amendment 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; (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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant 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
registrant 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 as expressed in
the Act, and will be governed by the final adjudication of such
issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Atlanta, State of Georgia, on January 29, 1997.
SUBURBAN LODGES OF AMERICA, INC.
By:/s/ David E. Krischer
David E. Krischer
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes
and appoints David E. Krischer and Dan J. Berman, and either of
them, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to cause the same to be filed, with
all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to
said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing whatsoever requisite and
desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that
said attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons on the 29th day of January, 1997, in the capacities
indicated.
Signature Title
Chairman of the Board, Chief
/s/ David E. Krischer Executive Officer and Presiden
David E. Krischer (PRINCIPAL EXECUTIVE OFFICER)
/s/ Dan J. Berman Vice President - Franchising and
Dan J. Berman Director
/s/ Terry J. Feldman Vice President, Chief Financial
Terry J. Feldman Officer and Treasurer (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
-6-<PAGE>
_______________________________ Director
James R. Kuse
/s/ Michael McGovern Director
Michael McGovern
/s/ John W. Speigel Director
John W. Spiegel
-7-
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4(a) Amended and Restated Articles of Incorporation
of the Registrant *
4(b) Amended and Restated Bylaws of the Registrant *
5(a) & 23(a) Opinion and Consent of Counsel to the Registrant
23(b) Consent of Deloitte & Touche LLP
24(a) Power of Attorney (See Signature Page)
99(a) Suburban Lodges of America, Inc. Employee Stock
Option Plan
___________________________________________
* Incorporated by reference to the Registrant's
Registration Statement on Form S-1, registration
number 333-2876, filed with the Commission on
March 28, 1996, and amendments thereto.
-8-
EXHIBIT 5 AND 23(A)
KILPATRICK & CODY
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
(404-815-6500)
(404-815-6555) fax
January 29, 1997
Suburban Lodges of America, Inc.
120 Interstate North Parkway East
Suite 120
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement - - Suburban
Lodges of America, Inc. Employee Stock Option
Plan
Gentlemen:
We have acted as counsel for Suburban Lodges of America,
Inc., a Georgia corporation (the "Company"), in the preparation
of the Form S-8 Registration Statement relating to the Company's
Employee Stock Option Plan (the "Plan") and the proposed offer
and sale of up to 500,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), pursuant thereto.
In connection with the preparation of said Registration
Statement, we have examined certificates of public officials and
originals or copies of such corporate records, documents and
other instruments relating to the authorization of the Plan and
the authorization and issuance of the shares of Common Stock as
we have deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Company was duly organized and incorporated and is
validly existing under the laws of the State of Georgia, with an
authorized capitalization consisting of 100,000,000 shares of
Common Stock, par value $.01 per share, and 5,000,000 shares of
Preferred Stock, par value $1.00 per share.
The Plan and the proposed offer and sale thereunder of
up to 500,000 shares of Common Stock have been duly authorized by
the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
KILPATRICK & CODY
By:/s/ Michael H. Trotter
Michael H. Trotter, a partner
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Suburban Lodges of America, Inc. on Form S-8 of our report
on the financial statements of Gulf Coast Associates, Ltd. d/b/a Suburban
Lodge of Forest Park dated March 26, 1996, appearing in Registration
Statement No. 333-15065 dated November 20, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 28, 1997<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Suburban Lodges of America, Inc. on Form S-8 of our report
on the financial statements of Suburban Lodged of America, Inc. and
Affiliated Entities dated March 17, 1996 (May 29, 1996 as to Notes 1 and 11),
appearing in Registration Statement No. 333-15065 dated November 20, 1996 and
to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 28, 1997
SUBURBAN LODGES OF AMERICA, INC.
EMPLOYEE STOCK OPTION PLAN
Effective January 31, 1997
1. PURPOSES. The principal purposes of the Suburban Lodges
of America, Inc. Employee Stock Option Plan (the "Plan") are:
(a) to improve individual employee performance by providing
incentives and rewards to employees of Suburban Lodges of
America, Inc. (the "Company") and its subsidiaries, (b) to assist
the Company and its subsidiaries in attracting, retaining and
motivating employees with experience and ability, and (c) to
associate the interests of such employees with those of the
Company's shareholders.
2. DEFINITIONS. Unless the context clearly indicates
otherwise, the following terms, when used in this Plan, shall
have the meanings set forth below:
(a) "Beneficial Owner" or "Beneficial Ownership" shall
have the meaning ascribed to such term in Rule 13d-3 of the
Exchange Act.
(b) "Board" or "Board of Directors" means the Board of
Directors of the Company.
(c) "Cause" means: (i) willful misconduct on the part of
an employee that is materially detrimental to the Company;
or (ii) the conviction of an employee for the commission of
a felony. The existence of "Cause" under either (i) or (ii)
shall be determined by the Committee. Notwithstanding the
foregoing, if the employee has entered into an employment
agreement that is binding as of the date of employment
termination, and if such employment agreement defines
"Cause," and/or provides a means of determining whether
"Cause" exists, such definition of "Cause" and means of
determining its existence shall supersede this provision.
(d) "Change in Control" shall be deemed to have occurred
if:
(i) An acquisition by any Person (as such term is
defined in Section 3(a)(9) of the Exchange Act and used
in Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) thereof) of Beneficial
Ownership of the Shares then outstanding (the "Company
Shares Outstanding") or the voting securities of the
Company then outstanding entitled to vote generally in
the election of directors (the "Company Voting
Securities Outstanding"), if such acquisition of
Beneficial Ownership results in the Person beneficially
owning (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) twenty-five percent (25%) or
more of the Company Shares Outstanding or twenty-five
percent (25%) or more of the combined voting power of
the Company Voting Securities Outstanding; provided,
that immediately prior to such acquisition such Person
was not a direct or indirect Beneficial Owner of twenty-
five percent (25%) or more of the Company Shares
Outstanding or twenty-five percent (25%) or more of the
combined voting power of Company Voting Securities
Outstanding, as the case may be; or <PAGE>
(ii) The approval of the shareholders of the Company
of a reorganization, merger, consolidation, complete
liquidation or dissolution of the Company, the sale or
disposition of all or substantially all of the assets of
the Company or similar corporate transaction (in each
case referred to in this Section 2(d) as a "Corporate
Transaction") or, if consummation of such Corporate
Transaction is subject, at the time of such approval by
shareholders, to the consent of any government or
governmental agency, the obtaining of such consent
(either explicitly or implicitly); or
(iii) A change in the composition of the Board such
that the individuals who, as of the effective date,
constitute the Board (such Board shall be hereinafter
referred to as the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, for purposes of this Section 2(d)
that any individual who becomes a member of the Board
subsequent to the effective date whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of those
individuals who are members of the Board and who were
also members of the Incumbent Board (or deemed to be
such pursuant to this proviso) shall be considered as
though such individual were a member of the Incumbent
Board; but, provided, further, that any such individual
whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act, including any
successor to such Rule), or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board, shall not be so considered
as a member of the Incumbent Board.
(iv) Notwithstanding the provisions set forth in
subsections (i) and (ii), the following shall not
constitute a Change in Control for purposes of this
Plan: (1) any acquisition of Shares by, or consummation
of a Corporate Transaction with, any Subsidiary or any
employee benefit plan (or related trust) sponsored or
maintained by the Company or an affiliate; or (2) any
acquisition of Shares, or consummation of a Corporate
Transaction, following which more than fifty percent
(50%) of, respectively, the shares then outstanding of
common stock of the corporation resulting from such
acquisition or Corporate Transaction and the combined
voting power of the voting securities then outstanding
of such corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of
the individuals and entities who were Beneficial Owners,
respectively, of the Company Shares Outstanding and
Company Voting Securities Outstanding immediately prior
to such acquisition or Corporate Transaction in
substantially the same proportions as their ownership,
immediately prior to such acquisition or Corporate
Transaction, of the Company Shares Outstanding and
Company Voting Securities Outstanding, as the case may
be.
2<PAGE>
(e) "Committee" means the committee appointed from time
to time by the Board to administer the Plan, consisting of
three or more members of the Board.
(f) "Company" means Suburban Lodges of America, Inc., a
Georgia corporation, or any successor thereto.
(g) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, or any successor act
thereto.
(h) "Fair Market Value" shall be determined as follows:
(i) If, on the relevant date, the Shares are traded
on a national or regional securities exchange or on The
Nasdaq Stock Market ("Nasdaq") and closing sale prices
for the Shares are customarily quoted, on the basis of
the closing sale price on the principal securities
exchange on which the Shares may then be traded or, if
there is no such sale on the relevant date, then on the
immediately preceding day on which a sale was reported;
(ii) If, on the relevant date, the Shares are not
listed on any securities exchange or traded on Nasdaq,
but nevertheless are publicly traded and reported on
Nasdaq without closing sale prices for the Shares being
customarily quoted, on the basis of the mean between the
closing bid and asked quotations in such other over-the-
counter market as reported by Nasdaq; but, if there are
no bid and asked quotations in the over-the-counter
market as reported by Nasdaq on that date, then the mean
between the closing bid and asked quotations in the
over-the-counter market as reported by Nasdaq on the
immediately preceding day such bid and asked prices were
quoted; and
(iii) If, on the relevant date, the Shares are not
publicly traded as described in (i) or (ii), on the
basis of the good faith determination of the Committee.
(i) "Grant Date" means the date an Option is granted
under the Plan. The date of grant of an Option shall be the
date as of which the Committee determines that such Option
shall become effective.
(j) "Option" or "Stock Option" means a right granted
under the Plan to an Optionee to purchase Shares at a fixed
price for a specified period of time.
(k) "Option Exercise Price" means the price at which a
Share covered by an Option granted hereunder may be
purchased.
(l) "Optionee" means an eligible employee of the Company
who has received a Stock Option granted under the Plan.
(m) "Retirement" means termination from employment for
reasons other than death after the employee has attained age
55 and has completed 10 years of service with the Company.
3<PAGE>
(n) "Shares" means the Common Stock, par value $.01 per
share, of the Company (including any new, additional or
different stock or securities resulting from a Change in
Capitalization).
(o) "Totally Disabled" or "Total Disability" shall have
the meaning ascribed to such term in the Company's long-term
disability plan covering the Participant, or in the absence
of such plan, a meaning consistent with Section 22(e)(3) of
the Code.
3. ADMINISTRATION. The Plan shall be administered by the
Committee, which shall have full power and authority to
administer and interpret the Plan and to adopt such rules,
regulations, agreements, guidelines and instruments for the
administration of the Plan as the Committee deems necessary or
advisable. The Committee's powers include, but are not limited
to (subject to the specific limitations described herein),
authority to determine the employees to be granted Options under
the Plan, to determine the size and applicable terms and
conditions of grants to be made to such employees, to determine
the time when Options will be granted and to authorize grants to
eligible employees.
The Committee's interpretations of the Plan, and all
actions taken and determinations made by the Committee concerning
any matter arising under or with respect to the Plan or any
Options granted hereunder, shall be final, binding and conclusive
on all interested parties, including the Company, its
shareholders and all former, present and future employees of the
Company. The Committee may as to all questions of accounting
rely conclusively upon any determinations made by the independent
public accountants of the Company.
4. STOCK AVAILABLE FOR OPTIONS. The Shares that may be
delivered or purchased under the Plan shall not exceed an
aggregate number of 500,000 Shares, subject to any adjustments
which may be made pursuant to Section 10 hereof. Shares used for
purposes of the Plan may be either shares of authorized but
unissued Common Stock or treasury shares or both. Shares covered
by Options which have terminated or expired prior to exercise or
have been surrendered or cancelled shall be available for further
Option grants hereunder.
5. ELIGIBILITY. All employees of the Company and its
subsidiaries shall be eligible to participate in the Plan,
provided, however, that the following employees shall not be
eligible to participate in the Plan: (i) employees who are
regularly scheduled to work less than 25 hours a week; (ii)
employees who have been granted or notified that they will be
granted an Award under the Suburban Lodges of America, Inc. Stock
Option and Incentive Award Plan; and (iii) any other class or
group of employees designated by the Committee as ineligible to
participate; provided further, that no employee may be granted
Options in the aggregate which, if exercised, would result in
that employee receiving more than 10% of the maximum number of
Shares available for issuance under the Plan.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted under
the Plan are intended not to be treated as incentive stock
options as defined in Section 422 of the Internal Revenue Code of
1986, as amended. The Committee may grant Options on such terms
and conditions as it may determine from time to time, provided,
4<PAGE>
that the Committee initially intends to grant Options in
accordance with Schedule A attached hereto. Each Option granted
hereunder shall be in writing and shall contain such terms and
conditions as the Committee may determine, subject to the
following:
(a) OPTION EXERCISE PRICE. The Option Exercise Price
shall be determined by the Committee and shall be not less
than the Fair Market Value of the Shares subject to the
Option on the Grant Date.
(b) TERM AND EXERCISE DATES. Options granted hereunder
shall have a term of no longer than ten years from the Grant
Date and shall vest in accordance with the terms of their
grant. A grant of Options may vest in installments,
however, Stock Options must be exercised for full Shares.
To the extent that Stock Options are not exercised when they
become initially exercisable, they shall be carried forward
and be exercisable until the expiration of the term of such
Stock Options, subject to the provisions of Section 6(fe)
hereof.
(c) VESTING. Unless the Committee, in its sole
discretion, determines otherwise and provides a different
vesting schedule in the written Option agreement, the
following vesting provisions will apply. Twenty-five
percent (25%) of the Shares granted under an Option shall
vest on the date set forth below (the "First Vesting Date"):
(i) January 1, 1998 for employees hired before July 1,
1996; or
(ii) the date eighteen (18) months after the employee's
date of hire, for employees hired on or after July 1, 1996.
The remaining Shares granted shall vest in 25%
increments on the anniversaries of the First Vesting Date,
beginning with the first anniversary of such First Vesting
Date and ending on the third anniversary of such First
Vesting Date, at which time all Shares shall be fully vested
and exercisable. Subject to an Option's earlier termination
upon an employee's termination of employment, all or any
part of the Options as to which the right to exercise has
vested may be exercised at the time of such vesting or at
any time thereafter during the Option exercise term.
(d) EXERCISE OF OPTION. To exercise an Option, the
holder thereof shall give notice of his or her exercise to
the Company, or its agent, specifying the number of Shares
to be purchased and identifying the specific Options that
are being exercised. From time to time the Committee may
establish procedures relating to effecting such exercises.
No fractional Shares shall be issued as a result of
exercising an Option. An Option is exercisable during an
Optionee's lifetime only by the Optionee, provided, however,
that in the event the Optionee is incapacitated and unable
to exercise Options, such Options may be exercised by such
Optionee's legal guardian, legal representative, fiduciary
or other representative whom the Committee deems appropriate
based on applicable facts and circumstances.
5<PAGE>
(e) PAYMENT OF OPTION EXERCISE PRICE. The Option
Exercise Price for the Options being exercised must be paid
in full at time of issuance of the Shares, either: (i) in
cash, (ii) in cash equivalent approved by the Committee,
(iii) if approved by the Committee, by tendering previously
acquired Shares having an aggregate Fair Market Value at the
time of exercise equal to the total Option Exercise Price,
or (iv) by a combination of (i), (ii), or (iii). The
Committee also may allow cashless exercises as permitted
under Federal Reserve Board's Regulation T, subject to
applicable securities law restrictions, or by any other
means which the Committee determines to be consistent with
the Plan's purpose and applicable law. In addition, in
order to enable the Company to meet any applicable foreign,
federal (including FICA), state and local withholding tax
requirements, an Optionee shall also be required to pay the
amount of tax to be withheld at the time of exercise. No
Shares will be delivered to any Optionee until all such
amounts have been paid.
(f) EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR
DEATH. Unless the Committee provides otherwise in the
Option agreement, the following rules shall govern exercise
of an Option upon termination of employment, disability or
death: Nno Option may be exercised by an Optionee after the
termination of his or her employment with the Company,
except that:
(i) if such termination occurs by reason of the
Optionee's death, all nonexercised, vested Options held
by the Optionee as of the date of death shall remain
exercisable by such Optionee's executor (or, if none,
his or her legal representative) until the earlier of
(A) one year from the date of the Optionee's death, or
(B) the expiration of such Options in accordance with
their terms, and all Options which are not vested and
exercisable at the date of death shall automatically
terminate and be forfeited to the Company unless the
Committee shall determine otherwise;
(ii) if such termination occurs by reason of the
Optionee's becoming Totally Disabled, all nonexercised
vested Options then held by the Optionee shall remain
exercisable until the earlier of (A) one year from the
date of the Optionee's termination of employment because
of his Total Disability, or (B) the expiration of such
Options in accordance with their terms, and all Options
which are not vested and exercisable at the date of such
termination of employment shall automatically terminate
and be forfeited to the Company unless the Committee
shall determine otherwise;
(iii) if such termination occurs by reason of the
Optionee's Retirement, all outstanding Options granted
to the Optionee shall immediately vest and become
exercisable as of the date of such Retirement and shall
remain exercisable until the earlier of (A) one year
from the date of the Optionee's Retirement, or (B) the
expiration of such Options in accordance with their
terms;
6<PAGE>
(iv) if such termination is voluntary by the employee
or is by action of the Company (except if such
termination is for Cause), all vested Options then held
by the Optionee which are exercisable at the date of
termination shall continue to be exercisable by the
Optionee until the earlier of 90 days after such date or
the expiration of such Options in accordance with their
terms and all Options which are not exercisable at the
date of termination shall automatically terminate and
lapse, unless the Committee shall determine otherwise;
and
(v) if an employee's employment is terminated by the
Company for Cause, all non-exercised, vested Options
granted to the employee, whether vested or nonvested,
shall terminate immediately and be forfeited to the
Company upon termination of employment.
(g) EFFECT OF CHANGE IN CONTROL. In the event of a
Change in Control of the Company, if at any time during the
12-month period immediately following the Change in Control,
the Company or its successor takes action to terminate the
Plan, all outstanding Options shall immediately become fully
vested and fully exercisable on the date immediately prior
to such termination. The Committee may, in an individual
Option agreement or group of agreements, provide for
additional or different rules relating to a Change in
Control of the Company.
(h) NONTRANSFERABILITV OF OPTIONS. During an Optionee's
lifetime, his or her Options shall not be transferable and,
except as otherwise provided herein, shall only be
exercisable by the Optionee, and any purported transfer
shall be null and void. No Option shall be transferable
other than by will or the laws of descent and distribution.
7. AMENDMENT AND TERMINATION; SUCCESSORS. The Board, or any
authorized committee appointed by the Board, may, at any time,
amend, suspend or terminate the Plan, in whole or in part,
provided that no such action shall adversely affect any rights or
obligations with respect to any grants theretofore made
hereunder. The Committee may amend the terms and conditions of
outstanding Options, provided, however, that (i) no such
amendment shall be adverse to the holders of the Options, (ii) no
such amendment shall extend the period for exercise of an Option,
and (iii) any such amended terms of the Option would be permitted
under this Plan.
In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation
or otherwise) to substantially all of the business or assets of
the Company, to expressly agree to assume and perform this
Agreement in the same manner that the Company would be required
to perform it.
8. REGISTRATION, LISTING AND QUALIFICATION OF SHARES. Each
Option shall be subject to the requirement that if at any time
the Committee shall determine that the registration, listing, or
qualification of the Shares covered thereby upon any securities
exchange or under any foreign, federal, state or local law, or
the consent or approval of any Governmental regulatory body, is
7<PAGE>
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the purchase of Shares thereunder,
no such Option may be exercised unless and until such
registration, listing, qualification, consent or approval shall
have been effected or obtained free of any condition not
acceptable to the Committee. Any person exercising an Option
shall make such representations and agreements and furnish such
information as the Committee may request to assure compliance
with the foregoing or any other applicable legal requirements.
9. BUY OUT OF OPTION GAINS. At any time after any Stock
Option becomes exercisable, the Committee shall have the right to
elect, in its sole discretion and without the consent of the
holder thereof, to cancel such Option and to cause the Company to
pay to the Optionee the excess of the Fair Market Value of the
Shares covered by such Option over the Option Exercise Price of
such Option at the date the Committee provides written notice
(the "Buy Out Notice,") of its intention to exercise such right.
Buy outs pursuant to this provision shall be effected by the
Company as promptly as possible after the date of the Buy Out
Notice. Payments of buy out amounts may be made in cash, in
Shares, or partly in cash and partly in Shares as the Committee
deems advisable. To the extent payment is made in Shares, the
number of Shares shall be determined by dividing the amount of
the payment to be made by the Fair Market Value of a Share at the
date of the Buy Out Notice. In no event shall the Company be
required to deliver a fractional Share in satisfaction of this
buy out provision. Payments of any such buy out amounts shall be
made net of any applicable foreign, federal (including FICA),
state and local withholding taxes.
10. ADJUSTMENT FOR CHANGE IN SHARES SUBJECT TO PLAN. In the
event of any change in the outstanding Shares by reason of any
stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar
corporate change ("Change in Capitalization"), such equitable
adjustments may be made in the Plan and the Options granted
hereunder as the Committee determines are necessary or
appropriate, including if necessary, an adjustment in the number
of Shares and Option Exercise Prices per Share applicable to
Options then outstanding and in the number of Shares which are
reserved for issuance under the Plan. Any such adjustment shall
be conclusive and binding, for all purposes of the Plan.
11. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No employee or other
person shall have any claim or right to be granted an Option
under the Plan. Having received an Option under the Plan shall
not give an employee any right to receive any other grant under
the Plan. An Optionee shall have no rights to or interest in any
Option except as set forth herein. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee
any right to be retained in the employ of the Company.
12. RIGHTS AS SHAREHOLDER. An Optionee under the Plan shall
have no rights as a holder of Shares with respect to Options
granted hereunder, unless and until certificates for Shares are
issued to such Optionee.
13. OTHER ACTIONS. This Plan shall not restrict the
authority of the Committee or of the Company, for proper
corporate purposes, to grant or assume stock options, other than
under the Plan, to or with respect to any employee or other
person.
8<PAGE>
14. COSTS AND EXPENSES. Except as provided in Sections 6 and
9 hereof with respect to taxes and the expenses of exercising an
Option, the costs and expenses of administering the Plan shall be
borne by the Company and shall not be charged to any grant nor to
an employee receiving a grant.
15. PLAN UNFUNDED. The Plan shall be unfunded. Except for
reserving a sufficient number of authorized Shares to the extent
required by law to meet the requirements of the Plan, the Company
shall not be required to establish any special or separate fund
or to make any other segregation of assets to assure the delivery
of Shares upon exercise of any Option granted under the Plan.
16. GOVERNING LAW. To the extent not preempted by Federal
law, this Plan, and all agreements hereunder, shall be governed
by and construed in accordance with the laws of the State of
Georgia.
17. EFFECTIVENESS AND DURATION OF THE PLAN. This Plan shall
become effective on January 31, 1997. No Option shall be granted
hereunder after January 30, 2007.
AS APPROVED BY THE BOARD OF DIRECTORS OF SUBURBAN LODGES OF
AMERICA, INC. ON JANUARY ___, 1997.
SUBURBAN LODGES OF AMERICA, INC.
By:__________________________________
David E. Krischer
Chairman of the Board, President and
Chief Executive Officer
9<PAGE>
Schedule A - Standard Option Terms (January, 1997)
The Committee intends to grant Options to eligible employees with
the standard option terms set forth in this Schedule A; however,
the Committee, in its discretion, may, from time to time, amend
this Schedule A and also may grant Options with different terms
than those set forth below. In all instances, the applicable
terms and conditions of the Option shall be consistent with those
set forth in Section 6 of the Plan.
1. Grant Date. The later of January 31, 1997 or the employee's
hire date with the Company.
2. Number of Shares. Each eligible employee shall receive an
Option to purchase a whole number of Shares which shall equal the
Option Award amount divided by the Fair Market Value of a Share
on the Grant Date, rounded to the nearest whole number. The
employee's Option Award amount shall be determined from the chart
below using the employee's annual salary on the Grant Date (as
determined by the Committee).
Employee Level Salary Range Option Award
A $ 40,000 or more Annual Salary
B $ 35,000 - $ 39,999 $ 37,500
C $ 30,000 - $ 34,999 $ 32,500
D $ 25,000 - $ 29,999 $ 27,500
E $ 20,000 - $ 24,999 $ 22,500
F $ 15,000 - $ 19,999 $ 17,500
G $ 10,000 - $ 14,999 $ 12,500
H less than $10,000 $ 10,000
3. Vesting. 25% of the Shares granted under an Option shall vest on
the date set forth below (the "First Vesting Date"):
(a) January 1, 1998 for employees hired before July 1, 1996;
or
(b) For employees hired on or after July 1, 1996, the date
eighteen (18) months after the employee's date of hire;
The remaining Shares granted shall vest in 25% increments on the
anniversaries of the First Vesting Date, beginning with the first
anniversary of such First Vesting Date and ending on the third
anniversary of such First Vesting Date, at which time all Shares shall be
fully vested and exercisable. Subject to an Option's earlier termination
upon an employee's termination of employment, all or any part of the
Options as to which the right to exercise has vested may be exercised at
the time of such vesting or at any time thereafter during the Option
exercise term.
10
