Common use of By the Company Without Cause or Resignation by Executive as a result of Constructive Termination Clause in Contracts

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant to the last sentence of Section 5(a)(ii)(C)): (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when due; (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month period; provided that any event described in this Section 5(c)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 days after receipt from Executive of written notice of the event which otherwise would constitute Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant to the last sentence of Section 5(a)(ii)(C)): events: (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary), except as provided by Section 3 above; (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when due; (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”)duties; and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month periodmiles; provided that any event described in this Section 5(c)(ii5(d)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 days after receipt from Executive of written notice of the event which otherwise would constitute Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus (if any) when due; (B) a reduction in Executive’s Base Salary or Target Annual Bonus opportunity percentage of Base Salary (excluding any change in value of equity incentives or a reduction in Base Salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any diminution in Executive’s title or any substantial and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position duties; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more without Executive’s prior written consent (other than once in any subsequent 18-month periodas contemplated by this Agreement); provided (E) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (F) a failure to elect or reelect or the removal as a member of the Board; provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of the actual Annual Bonus that would have been earned for the year of termination, payable on the date when bonuses are otherwise paid to executives and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment, of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for 18 months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; and (D) continued coverage under the Company’s group health (subject to Executive’s election for COBRA continuation coverage election), life and disability plans on the same terms as applicable to Executive prior to Executive’s date of termination of employment until the earlier of (i) 18 months from Executive’s date of termination of employment with the Company and (ii) the date such Executive is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer. Amounts payable to Executive under subparagraphs (B), (C) and (D) above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary base salary or Annual Bonus annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any substantial and sustained diminution in Executive’s duties, authority and duties in or responsibilities as of the aggregate to a level that is inappropriate for an executive or professional-level position Closing Date; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more than once without Executive’s prior written consent; (E) the failure to assign Executive’s employment agreement to a successor, and the failure of such successor to assume such employment agreement, in any subsequent 18-month periodPublic Offering or Change of Control (each as defined in the Securityholders Agreement, dated April 2, 2007, between Executive and the Company); provided (F) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (G) a failure to elect or reelect or the removal as a member of the Board; provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of a Target Annual Bonus, payable within 30 days after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment of an amount equal to (x) one multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; and (D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) one year from Executive’s date of termination of employment with the Company and (ii) the date such Executive is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer. Amounts payable to Executive under subparagraphs (B) and (C), above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any be deemed to have occurred upon (A) the material failure of the foregoing events Company to pay or cause to be paid the full amount of Executive’s Base Salary or Annual Bonus (other than pursuant to the last sentence of Section 5(a)(ii)(C)): if any) when due; (AB) a material reduction in Executive’s Base Salary or Target target Annual Bonus opportunity (as a percentage of Base Salary); Salary (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s excluding any reduction in Base Salary or Annual Bonus when dueopportunity affecting substantially all senior executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material diminution in Executive’s title or any substantial and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position duties; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment primary work location by more than 50 miles more than once in without Executive’s prior written consent; (E) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (F) any subsequent 18-month periodother action or inaction by the Company constituting a material breach of this Agreement; provided provided, that any event described none of the events identified in this Section 5(c)(ii6(c)(ii)(A-D) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; Termination and provided, further, provided further that “a Constructive Termination” Termination shall cease to exist for such an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof Company a Notice of Termination required by this Section 6(c)(ii) prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination within three (3) months following the event which constitutes Constructive Termination and in either case the provisions of the following section (iv) do not apply, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of the actual Annual Bonus paid for the year of termination to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into the Release in the time and manner required in Section 6(c)(iv) of this Agreement, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of the Confidentiality and IP Agreement and Section 5 of this Agreement, payment of an amount equal to the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits paid to Executive under any other severance plans, programs or arrangements of the Company or its Affiliates; (D) if the Executive qualifies for and timely elects continued coverage under the Company’s group medical plan and/or group dental plan pursuant to Section 4980B of the Code (“COBRA”), the Company will reimburse the Executive, on a monthly basis, the amount the Executive pays for such COBRA continuation coverage until the earlier of (i) twelve months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and (E) the rights of the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement (iv) Amounts payable to Executive pursuant to Section 6(c)(iii) (B), (C) and (D) above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit D (the Release”) within forty-five (45) days following the date of Executive’s termination of employment hereunder and not subsequently rescinding such release. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in Section 6(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and Termination. For purposes of the Agreement, in the event the Company elects not to extend the Employment Term in accordance with Section 1 hereof, Executive’s employment shall terminate automatically upon on the effective date last day of Executive’s resignation other than as the Employment Term and such election shall be deemed a result of a Constructive Terminationtermination by the Company without Cause. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction diminution in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when dueopportunity; (B) any material diminution in Executive’s authority, duties or responsibilities (including, without limitation, requiring Executive to report to anyone other than the Chief Executive Officer of the Company and/or the Board); (C) delivery any material breach by the Company to Executive of a Notice of Non-Renewalthis Agreement; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 35 miles more than once in without consent, or (E) failure of the Company or its subsidiaries to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due, or to permit Executive to make an investment or grant any subsequent 18equity-month periodbased awards to which Executive is entitled; provided that any event (i) the relocation of Executive’s primary work location in connection with the relocation of the Company’s headquarters shall not constitute Constructive Termination and (ii) none of the events described in this Section 5(c)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) the Pro-Rata Bonus; (C) if such termination or resignation occurs prior to a Change in Control (as defined in the Amended and Restated Securityholders Agreement, dated as of September 26, 2008, among BH Hotels Holdco LLC, Executive and such other parties (the “Securityholders Agreement”)), subject to Executive’s continued compliance with Section 6 hereof and Executive’s continued material compliance with Section 7 hereof, payment (payable in 24 monthly installments) in the aggregate equal to the amount, if any, by which the Applicable Severance Amount exceeds the applicable Call Price, as of the date of termination, of the vested portion of the Class B Units granted to Executive pursuant to Management

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a any material reduction in Executive’s Base Salary or Target Annual Bonus opportunity (as excluding any change in value of equity incentives or a percentage of Base Salaryreduction affecting substantially all similarly situated executives); , (B) the failure of the Company or its affiliates to pay compensation or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus benefits when due; , in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) delivery by the Company to primary business office for Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment relocated by more than 50 miles more than once in or (D) the Company’s election not to renew the initial Employment Term or any subsequent 18-month periodextension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), or not to assign this contract pursuant to section 11(E); provided that any event of the events described in clauses (A)-(D) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. Effective upon the IPO, the term “Constructive Termination” shall also include a material and sustained diminution to Executive’s duties and responsibilities as of the date of such offering. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, continued payment of the Base Salary and Target Annual Bonus in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twenty-four months after the date of such termination; provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; provided further, that such reduction shall not include any payments made to Executive under the sales bonus agreement entered into by Cendant and its affiliates with Executive or under any equity-based award program; and (D) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c) (iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and Termination. For purposes of the Agreement, in the event the Company elects not to extend the Employment Term in accordance with Section 1 hereof, Executive’s employment shall terminate automatically upon on the effective date last day of Executive’s resignation other than as the Employment Term and such election shall be deemed a result of a Constructive Terminationtermination by the Company without Cause. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction diminution in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when dueopportunity; (B) any material diminution in Executive’s authority, duties or responsibilities; (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 35 miles more than once in without consent, (D) any subsequent 18-month periodmaterial breach by the Company of this Agreement or (E) failure of the Company or its subsidiaries to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due; provided that any event none of the events described in this Section 5(c)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) the Pro-Rata Bonus; (C) if such termination or resignation occurs prior to a Change in Control (as defined in the Amended and Restated Securityholders Agreement, dated as of September 26, 2008, among BH Hotels HoldCo LLC, Executive and such other parties (the “Securityholders Agreement”)), subject to Executive’s continued compliance with Section 6 hereof and Executive’s continued material compliance with Section 7 hereof, payment (payable in 12 monthly installments) in the aggregate equal to the amount, if any, by which the Applicable Severance Amount exceeds the applicable Call Price, as of the date of termination, of the vested portion of the Class B Units granted to Executive pursuant to Management Unit Subscription Agreement (Class B-1 Units and B-2 Units) to be entered into in connection with this Agreement (such agreement, the “Subscription Agreement” and such Class B Units, the “Vested Profits Interests”). “Applicable Severance Amount” means an amount equal to the sum of (i) Executive’s then applicable Base Salary (as of the termination date) and (ii) Executive’s Annual Bonus for the fiscal year immediately prior to the year of such termination. “Call Price” shall mean the price at which the Company or its affiliates has the right to purchase the Vested Profits Interests pursuant to the Securityholders Agreement and the Subscription Agreement (but regardless of whether such right is exercised); and

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a any material reduction in Executive’s Base Salary or Target Annual Bonus opportunity (as excluding any change in value of equity incentives or a percentage of Base Salaryreduction affecting substantially all similarly situated executives); , (B) the failure of the Company or its affiliates to pay compensation or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus benefits when due; , in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in to Executive’s authority duties and duties in responsibilities as of the aggregate to a level that is inappropriate date of this Agreement, (D) the primary business office for an executive or professional-level position (it Executive being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment relocated by more than 50 miles more than once in or (E) the Company’s election not to renew the initial Employment Term or any subsequent 18-month periodextension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy); provided that any event of the events described in clauses (A)-(E) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, continued payment of the Base Salary and Annual Bonus in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twenty-four months after the date of such termination; provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; and (D) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c) (iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary base salary or Annual Bonus annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any substantial and sustained diminution in Executive’s title, duties, authority and duties in or responsibilities (including reporting responsibilities) as of the aggregate to a level that is inappropriate for an executive or professional-level position Closing Date; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more than once without Executive’s prior written consent; (E) the failure to assign Executive’s employment agreement to a successor, and the failure of such successor to assume such employment agreement, in any subsequent 18-month periodPublic Offering or Change of Control (each as defined in the Securityholders Agreement, dated April 2, 2007, between Executive and the Company); provided (F) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (G) a failure to elect or reelect or the removal as a member of the Board; provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of a Target Annual Bonus, payable within 30 days after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for eighteen months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; (D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) eighteen months from Executive’s date of termination of employment with the Company and (ii) the date such Executive is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and (E) Executive’s bonus, to the extent unpaid, under the last sentence of Section 4 and his relocation expenses, to the extent incurred and unreimbursed, under the last sentence of Section 5. Amounts payable to Executive under subparagraphs (B) and (C), above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary base salary or Annual Bonus annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any substantial and sustained diminution in Executive’s duties, authority and duties in or responsibilities as of the aggregate to a level that is inappropriate for an executive or professional-level position Closing Date; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more than once without Executive’s prior written consent; (E) the failure to assign Executive’s employment agreement to a successor, and the failure of such successor to assume such employment agreement, in any subsequent 18-month periodPublic Offering or Change of Control (each as defined in the Securityholders Agreement, dated April 2, 2007, between Executive and the Company); provided or (F) a Company Notice to Executive of the Company’s election not to extend the Employment Term (other than such a Notice not to extend the initial Employment Term ending on April 2, 2010); provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of a Target Annual Bonus, payable within 30 days after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment of an amount equal to (x) one multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; and (D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) one year from Executive’s date of termination of employment with the Company and (ii) the date such Executive is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer. Amounts payable to Executive under subparagraphs (B) and (C), above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and Termination. For purposes of the Agreement, in the event the Company elects not to extend the Employment Term in accordance with Section 1 hereof, Executive’s employment shall terminate automatically upon on the effective date last day of Executive’s resignation other than as the Employment Term and such election shall be deemed a result of a Constructive Terminationtermination by the Company without Cause. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction diminution in Executive’s Base Salary or Target Annual Bonus opportunity (as a percentage of Base Salary)opportunity; (B) a material diminution in Executive’s authority, duties or responsibilities (including, without limitation, Company’s removal of Executive from the Board for any reason other than Cause; it being understood that excluding Executive from Board meetings for regular “executive sessions” or to discuss matters involving potential conflict involving Executive would not constitute removal); (C) any material adverse change to Executive’s principal place of employment (which the parties acknowledge is, as of the Effective Date, the greater Washington, D.C. metro area) without Executive’s prior written consent; (D) any material breach by the Company of this Agreement, and (E) failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when due; (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month periodBonus; provided that any event none of the events described in this Section 5(c)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes Constructive Termination; and provided, further, provided further that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; and (B) the Pro-Rata Bonus. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 5(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a any material reduction in Executive’s Base Salary or Target Bonus opportunity (as excluding any change in value of equity incentives or a percentage of Base Salaryreduction affecting substantially all similarly-situated executives); , (B) the failure of the Company or its affiliates to pay compensation or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus benefits when due; , (C) delivery the primary business office for Executive being relocated by the Company to Executive of a Notice of Non-Renewal; more than 50 miles, (D) the Company’s election not to renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), or not to assign this contract pursuant to Section 11(e) of this Agreement, or (E) a material and sustained diminution in to Executive’s authority duties and duties in responsibilities as of the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place date of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month periodthis Agreement; provided that any event of the events described in clauses (A)-(E) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) the pro rata portion of such amounts, if any, that Executive would have been entitled to receive under the Bonus Plan during the year of the date of Executive’s termination of employment based upon the number of days of such year that shall have elapsed and for which Executive had not otherwise received any amounts under the Bonus Plan in respect of such year through the date of Executive’s termination of employment, payable when such amounts would have otherwise been payable to Executive pursuant to the Bonus Plan had Executive’s employment not terminated; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9 of this Agreement, continued payment of the Base Salary and Target Bonus in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; provided further, that such reduction shall not include any payments made to Executive under any equity-based award program; and (D) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c) (iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary base salary or Annual Bonus annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any substantial and sustained diminution in Executive’s title, duties, authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position responsibilities (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”including reporting responsibilities); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more than once without Executive’s prior written consent; (E) the failure to assign Executive’s employment agreement to a successor, and the failure of such successor to assume such employment agreement, in any subsequent 18-month periodPublic Offering or Change of Control; provided (F) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (G) a failure to elect or reelect or the removal as a member of the Board; provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of a Target Annual Bonus, payable within 30 days after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for eighteen months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; (D) applicable payments under Sections 4(b) or 4(c) on the terms and conditions described therein; and (E) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) eighteen months from Executive’s date of termination of employment with the Company and (ii) the date such Executive is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer. Amounts payable to Executive under subparagraphs (B), (C) and (D), above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a any material reduction in Executive’s Base Salary or Target Annual Bonus opportunity (as excluding any change in value of equity incentives or a percentage of Base Salaryreduction affecting substantially all similarly situated executives); , (B) the failure of the Company or its affiliates to pay compensation or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus benefits when due; , in each case which is not cured within 30 days following the Company’s receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material and sustained diminution in to Executive’s authority duties and duties in responsibilities as of the aggregate to a level that is inappropriate date of this Agreement, (D) the primary business office for an executive or professional-level position (it Executive being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment relocated by more than 50 miles more than once from New York, New York, it being understood that relocation of the Company’s headquarters in connection with the IPO (should an IPO occur) shall not constitute Constructive Termination provided that the Company does not require Executive to move his primary business office from New York, New York, (E) the Company’s election not to renew the initial Employment Term or any subsequent 18extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy) or (F) the Executive’s election not to renew the Employment Term for the one-month periodyear period immediately following the IPO Initial Period End Date by providing the Company 90 days prior written notice of such election before the applicable IPO Initial Period End Date; provided that any event of the events described in clauses (A)-(D) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) subject to Executive’s execution, delivery, and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to continued compliance with the provisions of Sections 9 and 10, (x) payment of three (3) times the sum of both the Base Salary and Annual Bonus at Target (“Severance Pay”) and (y) the executive benefits provided for in the General Release for a period equal to thirty-six (36) months (or a lump sum cash equivalent of such benefits). The Severance Pay shall be paid as follows: (1) one third (33.3%) of the Severance Pay in a lump sum as soon as practicable following the effective date of the General Release, but no later than sixty (60) days after the Last Day of Employment; (2) one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the one hundred eightieth (180th) day (“Second Severance Payment Date”), whether occurring before or after the Second Severance Payment Date, following the termination of Executive’s employment; and (3) the final one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the three hundred sixty-fifth (365th) day (“Third Severance Payment Date”), whether occurring before or after the Third Severance Payment Date, following the termination of Executive’s employment; provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates); (D) full and immediate vesting of any awards granted pursuant to the Company’s IPO Incentive Scheme and the TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by the Company) that are unvested at the date of termination of the Executive’s employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the terms thereof; and (E) vesting of the awards granted pursuant to any equity plan of the Company (other than awards granted pursuant to the Company’s IPO Incentive Scheme or the TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by the Company)) subsequent to the IPO (including pursuant to the Company’s Performance Share Plan), as, and to the extent, described in the documentation related to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (1) in the case of an award which vests, in whole or in part, on the basis of performance, the portion of such award which would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on a monthly basis over the remainder of the performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(c)(iii)(D) and this Section 7(c)(iii)(E), “target” shall be the amount of equity that would have vested had the Company achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the award; further provided, however, that nothing in Section 7(c)(iii)(D) and this Section 7(c)(iii)(E) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a any material reduction in Executive’s Base Salary or Target Annual Bonus opportunity (as excluding any change in value of equity incentives or a percentage of Base Salaryreduction affecting substantially all similarly situated executives); , (B) the failure of the Company or its affiliates to pay compensation or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus benefits when due; , (C) delivery the primary business office for Executive being relocated by the Company to Executive of a Notice of Non-Renewal; more than 50 miles, (D) the Company’s election not to renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), or not to assign this contract pursuant to section 11(E), or (E) a material and sustained diminution in to Executive’s authority duties and duties in responsibilities as of the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place date of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month periodthis Agreement; provided that any event of the events described in clauses (A)-(E) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, continued payment of the Base Salary and Target Annual Bonus in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; provided further, that such reduction shall not include any payments made to Executive under any equity-based award program; and (D) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c) (iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary base salary or Annual Bonus annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) delivery by the Company to Executive of a Notice of Non-Renewal; (D) a material any diminution in Executive’s title or any substantial and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position duties; (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (ED) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 miles more than once in any subsequent 18-month periodwithout Executive’s prior written consent; provided (E) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (F) a failure to elect or reelect or the removal as a member of the Board; provided, that any event described in this Section 5(c)(ii) none of these events shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Notice is given by Executive of written notice of specifying in reasonable detail the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of the actual Annual Bonus paid for the year of termination, payable on the date when bonuses are otherwise paid to executives and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of Sections 8 and 9, payment, of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for eighteen months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; and (D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) eighteen months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer. Amounts payable to Executive under subparagraphs (B), (C) and (D) above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) any material failure of the Company or its affiliates to fulfill its obligations under this Agreement (including without limitation a material reduction in Executive’s Base Salary or Target Bonus opportunity (as a percentage of to the Base Salary); , as increased from time to time) or any agreement pursuant to which Executive holds or is granted equity in the Company or its affiliates, (B) the failure to nominate Executive for election to the Board, (C) a failure of Executive to be elected or re-elected to membership on the Board resulting from the failure of the Company’s majority stockholder (so long as such a majority stockholder exists) to vote shares (other than with respect to shares acquired in a public offering) entitled to vote for the election of directors of the Company held by them in favor of election of Executive as a member of the Board, (D) the failure of any successor to the business operations of the Company to pay assume the obligations of the Company under this Agreement, (E) the primary business office for Executive being relocated to any location which is more than 30 miles from the city limits of Parsippany, New Jersey, New York, New York or provide Chicago, Illinois, (G) the Company’s election not to renew the initial Employment Term or cause to be paid or provided any subsequent extension thereof (except as a result of Executive’s Base Salary reaching retirement age, as determined by Company policy) or Annual Bonus when due; (C) delivery by the Company to Executive of a Notice of Non-Renewal; (DF) a material and sustained diminution in to Executive’s authority duties and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by more than 50 miles more than once in any subsequent 18-month periodresponsibilities; provided that any event of the events described in clauses (A) through (F) of this Section 5(c)(ii7(c)(ii) shall not constitute a Constructive Termination unless only if the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes a Constructive Termination; and provided, further, that a “Constructive Termination” shall cease to exist for an event on the 90th 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board Company written notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (C) subject to Executive’s execution, delivery and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to Executive’s continued compliance with the provisions of Sections 8 and 9, (x) an amount equal to 299% multiplied by the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus, payable within 60 days of the applicable termination date and (y) the executive benefits provided for in the General Release for a period equal to thirty-six months (or a lump sum equivalent of such benefits); provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates); and (D) vesting of any equity-based awards then held by Executive with respect to the Company or its affiliates as, and to the extent, described in the definitive documentation related to such awards. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 7(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination and Termination. For purposes of the Agreement, in the event the Company elects not to extend the Employment Term in accordance with Section 1 hereof, Executive’s employment shall terminate automatically upon on the effective date last day of Executive’s resignation other than as the Employment Term and such election shall be deemed a result of a Constructive Terminationtermination by the Company without Cause. (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the foregoing events (other than pursuant be deemed to the last sentence of Section 5(a)(ii)(C)): have occurred upon (A) a material reduction diminution in Executive’s Base Salary or Target Bonus opportunity (as a percentage of Base Salary); (B) the failure of the Company to pay or provide or cause to be paid or provided Executive’s Base Salary or Annual Bonus when dueopportunity; (B) any material diminution in Executive’s authority, duties or responsibilities (including, without limitation, requiring Executive to report to anyone other than the Chief Executive Officer of the Company and/or the Board); (C) delivery any material breach by the Company to Executive of a Notice of Non-Renewalthis Agreement; (D) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for an executive or professional-level position (it being understood that a diminution from one executive position to another materially lower-level executive or professional position shall not constitute a “Constructive Termination”); and/or (E) after such time as Executive has established residence for at least 12 continuous months in one metropolitan area in which his principal place of employment is located, a relocation of Executive’s principal place of employment by primary work location more than 50 35 miles more than once without consent, or (E) failure of the Company or its subsidiaries to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due, or to permit the investment and make the equity-based grants described in any subsequent 18-month periodSection 3(c) hereof; provided that any event (i) the relocation of Executive’s primary work location in connection with the relocation of the Company’s headquarters shall not constitute Constructive Termination and (ii) none of the events described in this Section 5(c)(ii) shall not constitute a Constructive Termination unless the Company fails to cure such event within 10 30 days after receipt from Executive of written notice of the event which otherwise would constitute constitutes Constructive Termination; and provided, further, that “Constructive Termination” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has given the Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns as a result of a Constructive Termination, Executive shall be entitled to receive: (A) the Accrued Rights; (B) the Pro-Rata Bonus; (C) if such termination or resignation occurs prior to a Change in Control (as defined in the Amended and Restated Securityholders Agreement, dated as of September 26, 2008, among BH Hotels HoldCo LLC, Executive and such other parties (the “Securityholders Agreement”)), subject to Executive’s continued compliance with Section 6 hereof and Executive’s continued material compliance with Section 7 hereof, payment (payable in 24 monthly installments) in the aggregate equal to the amount, if any, by which the Applicable Severance Amount exceeds the applicable Call Price, as of the date of termination, of the vested portion of the Class B Units granted to Executive pursuant to Management Unit Subscription Agreement (Class B-1 Units and B-2 Units) to be entered into in connection with this Agreement (such agreement, the “Subscription Agreement” and such Class B Units, the “Vested Profits Interests”). “Applicable Severance Amount” means an amount equal to twice the sum of (i) Executive’s then applicable Base Salary (as of the termination date) and (ii) Executive’s Annual Bonus for the fiscal year immediately prior to the year of such termination (provided that in respect of any such termination or resignation that occurs in calendar year 2008, Executive’s Annual Bonus shall be deemed to be, for this purpose, 75% of Executive’s then applicable Base Salary). “Call Price” shall mean the price at which the Company or its affiliates has the right to purchase the Vested Profits Interests pursuant to the Securityholders Agreement and the Subscription Agreement (but regardless of whether such right is exercised); and