Common use of Salary; Additional Compensation; Perquisites and Benefits Clause in Contracts

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 per annum, subject to annual review by the Compensation Committee of the Board (the “Committee”) and, in the discretion of the Committee, to increase from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement bonus plans as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated). (c) The Board or the Committee in its sole discretion may award any additional or other amounts of cash, restricted stock or options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 125,000 per annum, subject to annual review by the Compensation Committee of the Board of Directors of the Company (the “"Compensation Committee”") and, and in the discretion of the such Committee, to increase increased from time to time. Once increasedThe anticipation of the Company and the Executive is that upon appointment of the Executive to the position of General Counsel on January 1, such 2004, his base salary may not will be decreasedincreased to an annual rate of $135,000. Such salary shall be paid in periodic installments in accordance with the Company’s 's standard practice, but not less frequently than semi-monthly. (b) During For each fiscal year during the Term, the Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement will be eligible to receive a bonus plans on such terms as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP be established by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated)Compensation Committee. (c) The Board During the Term, the Executive will participate in all plans now existing or hereafter adopted by the Company for the management employees or the Committee in its sole discretion may award any additional general benefit of the their employees, such as stock option or other amounts of cashincentive compensation plans, restricted stock or options life and health insurance plans, or other equity based awards insurance plans and benefits on the same basis and subject to the same qualifications as other senior executive officers. To the extent permissible under such Company plans, the Company shall waive any applicable waiting or delay period for Executive's participation in respect of any whole or partial year during the Term.such plans (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s 's policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 120,960 per annum, subject to annual review by the Compensation Committee of the Board of Directors of the Company (the “"Compensation Committee”") and, and in the discretion of the such Committee, to increase increased from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s 's standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall be eligible to receive a cash bonus ("Bonus") as follows: Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor such annual Bonus plans or replacement bonus plans programs as may be adopted by the Company's Compensation Committee (collectively with any of its successors in authority, the "Committee") from time to time for senior executives executives, provided, however, that conditioned upon attainment of target performance measure requirements based on one or more performance measures as may be determined by the Company (the “VPP”). If Executive achieves Committee, the target performance goals determined under Bonus for each calendar year during the VPP by the Committee Term for any calendar year, he which Executive shall be entitled to a bonus for that year equal to at least eligible shall be 30% of his Executive's base salary for that year (with any partial year pro rated)salary. (c) The Board (or the Committee committee to which it has delegate applicable authority) in its sole discretion may award any additional or other amounts of cash, restricted stock or options Options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s 's policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 159,500 per annum, subject to annual review by the Compensation Committee of the Board of Directors of the Company (the “"Compensation Committee”") and, and in the discretion of the such Committee, to increase increased from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s 's standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall be eligible to receive a cash bonus ("Bonus") as follows: Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor such annual Bonus plans or replacement bonus plans programs as may be adopted by the Company's Compensation Committee (collectively with any of its successors in authority, the "Committee") from time to time for senior executives executives, provided, however, that conditioned upon attainment of target performance measure requirements based on one or more performance measures as may be determined by the Company (the “VPP”). If Executive achieves Committee, the target performance goals determined under Bonus for each calendar year during the VPP by the Committee Term for any calendar year, he which Executive shall be entitled to a bonus for that year equal to at least eligible shall be 30% of his Executive's base salary for that year (with any partial year pro rated)salary. (c) The Board (or the Committee committee to which it has delegate applicable authority) in its sole discretion may award any additional or other amounts of cash, restricted stock or options Options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s 's policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 265,974 per annum, subject to annual review by the Compensation Committee of the Board (the “Committee”) and, in the discretion of the Committee, to increase from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement bonus plans as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated). (c) The Board or the Committee in its sole discretion may award any additional or other amounts of cash, restricted stock or options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 210,000 per annum, subject to annual review by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and, and in the discretion of the such Committee, to increase increased from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall be eligible to receive a cash bonus (“Bonus”) as follows: Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor such annual Bonus plans or replacement bonus plans programs as may be adopted by the Company’s Compensation Committee (collectively with any of its successors in authority, the “Committee”) from time to time for senior executives executives, provided, however, that conditioned upon attainment of target performance measure requirements based on one or more performance measures as may be determined by the Company (the “VPP”). If Executive achieves Committee, the target performance goals determined under Bonus for each calendar year during the VPP by the Committee Term for any calendar year, he which Executive shall be entitled to a bonus for that year equal to at least eligible shall be 30% of his Executive’s base salary for that year (with any partial year pro rated)salary. (c) The Board (or the Committee committee to which it has delegate applicable authority) in its sole discretion may award any additional or other amounts of cash, restricted stock or options Options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 175,000 per annum, subject to annual review by the Compensation Committee of the Board (the “Committee”) and, in the discretion of the Committee, to increase from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement bonus plans as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated). (c) The Board or the Committee in its sole discretion may award any additional or other amounts of cash, restricted stock or options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 209,000 per annum, subject to annual review by the Compensation Committee of the Board (the “Committee”) and, in the discretion of the Committee, to increase from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement bonus plans as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated). (c) The Board or the Committee in its sole discretion may award any additional or other amounts of cash, restricted stock or options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company and the LLC will pay the Executive a base salary at an aggregate annual rate of not less than $220,500 320,000 per annum, subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”) and), and in the discretion of the such Committee, to increase increased from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During For each fiscal year during the Term, the Executive shall participate in will be eligible to receive a bonus from the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 . The award and any successor amount of such bonus shall be based upon the achievement of predefined operating or replacement bonus plans as may be adopted performance goals and other criteria established by the Committee from time Compensation Committee, which goals shall give the Executive the opportunity to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to earn a cash bonus for that year equal to at least 30an amount between 0% and 100% of his base salary for that year (with any partial year pro rated)salary. (c) The Board During the Term, the Executive will participate in all plans now existing or hereafter adopted by the Company or the Committee in its sole discretion may award LLC for their management employees or the general benefit of their employees, such as any additional pension, profit-sharing, deferred compensation plans, bonuses, stock option or other amounts of cashincentive compensation plans, restricted stock or options life and health insurance plans, or other equity based awards insurance plans and benefits on the same basis and subject to the same qualifications as other senior executive officers. Notwithstanding the foregoing, the Company and the LLC may, in respect of their sole discretion, discontinue or eliminate any whole or partial year during the Termsuch plans. (d) The Executive shall be eligible for stock option and restricted stock award grants from time to time pursuant to the Company’s Incentive Plan in accordance with the terms thereof. All such grants shall be at the discretion of the Board. Executive shall receive a separate option agreement governing any such grants. (e) The Company and the LLC will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (ef) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything Such vacation time shall not be carried over year to the contrary in year, and shall not be paid out upon termination of employment, or upon expiration of this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (fg) The Company shall indemnify the Executive to To the fullest extent permitted by applicable law, the Executive shall be indemnified and held harmless by the Company and the LLC against any and all judgments, penalties, fines, amounts paid in settlement, and other reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements) actually incurred by the Executive in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, investigative or other) for any action or omission in his capacity as a director, officer or employee of the Company or the LLC. Indemnification under this Section 3(g) shall be in addition to, and not in substitution of, any other indemnification by the Company or the LLC of its officers and directors. Expenses incurred by the Executive in defending an action, suit or proceeding for which he claims the right to be indemnified pursuant to this Section 3(g) shall be paid by the Company or the LLC, as the case may be, in advance of the final disposition of such action, suit or proceeding upon the Company’s or the LLC’s receipt of (x) a written affirmation by the Executive of his good faith belief that the standard of conduct necessary for his indemnification hereunder and under the provisions of applicable law has been met and (y) a written undertaking by or on behalf of the State Executive to repay the amount advanced if it shall ultimately be determined by a court that the Executive engaged in conduct, including fraud, theft, misfeasance, or malfeasance against the Company or the LLC, which precludes indemnification under the provisions of Washingtonsuch applicable law. Such written undertaking in clause (y) shall be accepted by the Company or the LLC, as the case may be, without security therefor and without reference to the financial ability of the Executive to make repayment thereunder. The Company and the LLC shall use commercially reasonable efforts to maintain in effect for the Term of this Agreement a directors’ and officers’ liability insurance policy, with a policy limit of at least $25,000,000, subject to customary exclusions, with respect to claims made against officers and directors of the Company or the LLC; provided, however, the Company or the LLC, as the case may be, shall be relieved of this obligation to maintain directors’ and officers’ liability insurance if, in the good faith judgment of the Company or the LLC, it cannot be obtained at a reasonable cost.

Salary; Additional Compensation; Perquisites and Benefits. (a) During the Term, the Company will pay the Executive a base salary at an annual rate of not less than $220,500 210,000 per annum, subject to annual review by the Compensation Committee of the Board (the “Committee”) and, in the discretion of the Committee, to increase from time to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly. (b) During the Term, Executive shall participate in the Company’s Executive Officers Variable Pay Plan dated effective January 1, 2005 and any successor or replacement bonus plans as may be adopted by the Committee from time to time for senior executives of the Company (the “VPP”). If Executive achieves the target performance goals determined under the VPP by the Committee for any calendar year, he shall be entitled to a bonus for that year equal to at least 30% of his base salary for that year (with any partial year pro rated). (c) The Board or the Committee in its sole discretion may award any additional or other amounts of cash, restricted stock or options or other equity based awards in respect of any whole or partial year during the Term. (d) The Company will reimburse the Executive, in accordance with its standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. (e) The Executive shall be entitled to vacation time to be credited and taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Notwithstanding anything to the contrary in this Agreement, Executive’s years of service shall be deemed for all purposes except for eligibility for a sabbatical to include all full calendar years of employment with the Company plus all full calendar years of employment with Red Lion Hotels, Inc., its predecessors or any of their respective direct or indirect subsidiaries. For sabbatical eligibility, Executive’s years of service shall be deemed to include only all full calendar years of employment with the Company. (f) The Company shall indemnify the Executive to the fullest extent permitted under the law of the State of Washington.