EXHIBIT 10.21
EMPLOYMENT AGREEMENT
AGREEMENT by and between Hilton Hotels Corporation, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxxxxx (the
"Executive"), dated as of the 1st day of February, 1996.
WHEREAS, the Board of Directors of the Company (the
"Board") has determined that it is in the best interests of the Company and
its shareholders to employ the Executive as President and Chief Executive
Officer, and the Executive desires to serve in that capacity;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. EMPLOYMENT PERIOD. The Company shall employ the
Executive, and the Executive shall serve the Company, on the terms and
conditions set forth in this Agreement, for the period beginning on the date
first above appearing (the "Commencement Date") and ending on the fifth
anniversary of the Commencement Date (the "Employment Period").
2. POSITION AND DUTIES. (a) During the Employment
Period, the Executive shall be employed as the President and Chief Executive
Officer and commencing with the Company's 1996 annual meeting of
shareholders, shall be a member of the Board of Directors of the Company. In
such capacity, the Executive shall report to the Board through the Chairman
of
the Board. During the Employment Period, no executive of the Company other
than the Executive shall have a direct reporting relationship with the
Chairman of the Board. During the Employment Period, the Executive shall have
authority to make all operating decisions, plan the strategic direction of
the Company, and hire, promote and terminate employment of all personnel,
subject to the direction of the Board. During the Employment Period, the
Executive shall have such reasonable and customary powers as are generally
associated with the positions of President and Chief Executive Officer,
including, without limitation, authority to expend capital resources of the
Company and shall have, subject to the direction of the Board, authority to
fill all management positions including, without limitation, the position of
Chief Financial Officer, which position shall entitle its holder to an annual
base salary of up to approximately $450,000, an annual target incentive bonus
in the range of up to 50 to 70 per cent of base salary, and a grant of stock
options under the Company's stock incentive plans to purchase up to 50,000
shares of the Company's common stock.
(b) If, during the Employment Period, Xxxxxx Xxxxxx
shall cease to serve as Chairman of the Board for any reason, the Executive
thereupon shall become Chairman of the Board in addition to President and
Chief Executive Officer and shall, as Chairman, report directly to the Board.
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(c) During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive is entitled,
the Executive shall devote principal attention and time during normal
business hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the Executive under
this Agreement, use the Executive's reasonable best efforts to carry out such
responsibilities faithfully and efficiently. It shall not be considered a
violation of the foregoing for the Executive to (A) serve on corporate, civic
or charitable boards or committees (excluding those which would create a
conflict of interest), (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so
long as such activities do not materially interfere with the performance of
the Executive's responsibilities as an employee of the Company in accordance
with this Agreement.
(d) The Executive's services shall be performed
primarily at the Company's Headquarters in Beverly Hills, California.
(e) From time to time during the Employment Period,
the Personnel and Compensation Committee of the Company's Board of Directors
(the "P&C Committee") shall consider whether, in its good faith judgment, the
Executive is
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endowed with authority comparable to that typically granted to chief
executive officers of publicly held companies ("Appropriate Authority"). If
the P&C Committee shall determine that the Executive does not have
Appropriate Authority and such determination is not cured within 90 days
after the other members of the Board have received notice of such
determination, the Executive may, but need not, terminate his employment with
the Company, and such termination shall be a termination for Good Reason for
all purposes under this Agreement.
3. COMPENSATION. (a) BASE SALARY. During the
Employment Period, the Executive shall receive an annual base salary ("Annual
Base Salary") of $540,000, payable in accordance with the regular payroll
practices of the Company. During the Employment Period, the Annual Base
Salary shall be reviewed for possible increase at least annually, with any
increase being at the sole discretion of the Board or the P&C Committee. Any
increase in the Annual Base Salary shall not limit or reduce any other
obligation of the Company under this Agreement. The Annual Base Salary shall
not be reduced after any such increase, and the term "Annual Base Salary"
shall thereafter refer to the Annual Base Salary as so increased.
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(b) ANNUAL BONUS. In addition to the Annual Base
Salary, the Executive shall be eligible to receive, for each fiscal year or
portion of a fiscal year ending during the Employment Period, an annual bonus
(the "Annual Bonus") (either pursuant to the Company's annual incentive plan
or otherwise) with an annual target award opportunity of up to 100 per cent
of Annual Base Salary provided that the Executive shall receive a minimum
guaranteed award for 1996 in an amount equal to the remainder of $1,000,000
minus the amount of Annual Base Salary actually paid to the Executive in
1996. Each Annual Bonus shall be paid in a single cash lump sum no later than
90 days after the end of the fiscal year or portion thereof for which the
Annual Bonus is awarded, unless the Executive elects in writing, before the
beginning of the fiscal year for which the Annual Bonus is to be awarded (or
at such later date as may be permitted under the Company's generally
applicable policies or procedures), to defer receipt of the Annual Bonus.
(c) OTHER BENEFITS. During the Employment Period:
(i) the Executive shall be entitled to participate in all incentive, savings and
retirement plans, practices, policies and programs of the Company to at least
the same extent as other senior executives of the Company, provided that in
determining the Executive's participation in such plans the Incentive Options
granted hereunder shall be taken
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into account; and (ii) the Executive and/or the Executive's family, as the
case may be, shall be eligible for participation in, and shall receive all
benefits under, all welfare benefit plans, practices, policies and programs
provided by the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life
insurance, group life insurance, accidental death and travel accident
insurance plans and programs) to at least the same extent as other senior
executives of the Company.
(d) EXPENSES. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in carrying out the Executive's
duties under this Agreement, provided that the Executive complies with the
generally applicable policies, practices and procedures of the Company for
submission of expense reports, receipts, or similar documentation of such
expenses.
(e) FRINGE BENEFITS. During the Employment Period,
the Executive shall be entitled to fringe benefits and perquisites in accordance
with the most favorable plans, practices, programs and policies of the Company
as in effect at the time with respect to other senior executives of the Company,
including, without limitation, the use of an automobile and payment of related
expenses; reasonable travel on
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the Company's aircraft; and first-class travel accommodations on all
commercial carriers for travel related to the business of the Company.
(f) OFFICE AND SUPPORT STAFF. During the
Employment Period, the Executive shall be entitled to the office at the
Company's Xxxxxxx Hills Headquarters last occupied by Xx. Xxxxxxx X.
Xxxxxxxx, Xx. during Xx. Xxxxxxxx'x tenure as President and Chief Operating
Officer of the Company, and to secretarial and other assistance, at least
equal to the most favorable of such as provided with respect to other senior
executives of the Company. Without limiting the generality of the foregoing,
the Executive shall at all times have a personal secretary and a personal
assistant.
(g) VACATION. During the Employment Period, the
Executive shall be entitled to four weeks of paid vacation annually.
(h) STOCK OPTIONS: (i) The Executive was granted
non-statutory stock options under the Company's 1996 Chief Executive Stock
Incentive Plan (the "Stock Plan") covering 1,500,000 shares of the Company's
common stock with an exercise price equal to $74.6875 per share (the
"Incentive Options"). The Company shall register with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, the shares
issuable upon the exercise of the
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Incentive Options not later than January 1, 1997. No Incentive Option shall
be exercisable more than 5 years after the date the Incentive Option is
granted. The Incentive Options shall vest and become exercisable according
to the following schedule:
(1) 25%: on January 1, 1997.
(2) 50%: on January 1, 1998.
(3) 75%: on January 1, 1999.
(4) 100%: on January 1, 2000, or upon a Change of
Control or a Qualified Transaction (each as
defined below) or upon the occurrence of any of
the following events (each of (A), (B) and (C)
below a "Triggering Event"):
(A) termination of the Executive's employment by
the Company other than for Cause;
(B) termination of the Executive's employment
because of death or Disability; or
(C) termination of employment by the Executive
for Good Reason (as defined below).
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(ii) In the event of the Executive's termination of
employment for any reason prior to the fifth anniversary of the Commencement
Date, any portion of the Incentive Options that have become vested on or
before the date of such termination (including without limitation, any
portion that becomes exercisable due to such termination) shall remain
exercisable until the earlier to occur of (x) the first anniversary of such
date of termination or (y) the fifth anniversary of the Commencement Date.
Notwithstanding the foregoing, in the event that the Executive receives the
Substitute Payment, the Incentive Option shall cease to be exercisable at the
end of the fifth trading day after the Executive receives the Substitute
Payment.
(iii) Notwithstanding the foregoing, the Incentive
Options shall terminate if the Plan is not approved by a majority of the
shares of common stock of the Company voting at its annual meeting scheduled
to be held on May 6, 1996. The Company will use its reasonable best efforts
to secure such shareholder approval. If such approval is not obtained and
unless the Company elects to implement a similar award without obtaining such
approval, this Agreement and the Executive's employment with the Company
shall terminate immediately, the Company shall pay to the Executive
$10,000,000, and the Company thereafter shall have no further
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obligations under this Agreement and the Executive's sole obligations shall
be those set forth in Section 9 hereof.
(i) SUBSTITUTE PAYMENT. (1) Notwithstanding any other
provision hereof, upon the earlier to occur of:
(A) a Triggering Event; or
(B) a termination of employment by the Executive
without Good Reason on or after the third anniversary
of the Commencement Date,
the Executive shall be entitled to receive a payment (the "Substitute Payment")
not to exceed $20,000,000, equal to the excess, if any, of (x) $20,000,000 over
(y) the sum of A plus B, where
"A" equals the product of (i) the excess of the
Fair Market Value of the Company's Common Stock on
the date the Executive becomes entitled to receive
the Substitute Payment over the Fair Market Value
of the Company's Common Stock on the Commencement
Date times (ii) 1,500,000 less the sum of (x) the
number of shares of Company common stock acquired
upon exercise and disposal of which are referred
to in clause (i) of B below, (y) the number of
shares of Company common stock acquired upon
exercise and referred to in clause (ii) of B below
and (z) the number of shares of the Company's
Common Stock subject to the Incentive Option that
are not vested following the event giving rise to
the right to the Substitute Payment; and
"B" equals the sum of (i) the aggregate gain, if
any, realized by the Executive on the disposition
prior to the date the Executive becomes entitled
to receive the Substitute Payment of shares of the
Company's Common Stock acquired via exercise of
Incentive Options, and (ii) the excess, if any, of
the Fair Market Value of any shares of the Company's
common stock held by the Executive on the date
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the Executive becomes entitled to the Substitute
Payment acquired via the exercise of Incentive
Options, over the price paid for those shares.
(2) The Executive may elect to receive the
Substitute Payment either in cash or the Company's common stock based on the
Fair Market Value of such stock on the date the Executive becomes entitled to
receive the Substitute Payment, provided, however, that the Company shall
have the right to require that the Substitute Payment be made in shares of
the Company's common stock if, in the opinion of the Company's accountants,
payment of the Substitute Payment in cash would make any transaction
ineligible for pooling of interests accounting under XXX Xx. 00 that but for
payment of the Substitute Payment in cash would otherwise be eligible for
such accounting treatment. The Company shall register any shares issuable in
respect of the Substitute Payment with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
(3) The Executive may assign the right to receive
the Substitute Payment to a family partnership designated by the Executive.
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(4) If the Executive becomes entitled to receive
the Substitute Payment because the Executive's employment terminates because
of death or Disability, then subparagraphs (1), (2) and (3), above, shall
apply with "the Executive or his estate or legal representative" substituted
for "the Executive" and "$10,000,000" substituted for "$20,000,000."
(j) LOAN. On the Commencement Date, the Company will
lend the Executive $5,000,000 (the "Loan"). The Loan will be full recourse
and will be due and payable on the earlier of (x) January 1, 2000, and (y)
the termination of the Executive's employment, and will bear interest,
compounded semi-annually, at 100 per cent of the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986,
as amended. The Loan shall be prepayable by the Executive at any time
without penalty. The Loan will be secured by a security interest which the
Executive will grant the Company in (i) the net number of shares of the
Company's common stock (after the payment of any associated tax liability)
acquired by the Executive via exercise of Incentive Options, (ii) the
Substitute Payment and (iii) the payment, if any, referred to in Section
3(h)(iii), provided that the Company shall release such security interest
from any shares as to which the Executive gives the Company notice of his
intent sell, so long as the
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Executive makes arrangements reasonably satisfactory to the Company to apply
the net after tax proceeds of such sale to repay such Loan. The Company, in
lieu of receiving the security interest described in the preceding sentence,
may elect to withhold a portion of the Substitute Payment equal to the total
outstanding amount due under the Loan as of the date the Executive becomes
entitled to receive the Substitute Payment, such withheld amount, if any, to
be in full satisfaction of the Executive's repayment obligations under the
terms of the Loan.
4. CERTAIN DEFINITIONS. For purposes of this Agreement:
(a) "Change of Control" shall have the meaning assigned
thereto in the Stock Plan.
(b) A "Qualified Transaction" means a disposition
(whether by sale, spin-off, merger or otherwise) of substantially all of the
assets comprising either the Company's hotel business or the Company's gaming
business occuring (i) on or before June 30, 1998 or (ii) on or before
December 31, 1998, pursuant to a binding written contract entered into on or
before June 30, 1998.
5. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY.
The Executive's employment shall terminate automatically upon the Executive's
death during the Employment
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Period. The Company shall be entitled to terminate the Executive's
employment because of the Executive's Disability during the Employment
Period. "Disability" means that (i) the Executive has been unable, for a
period of 180 consecutive business days, to perform the Executive's duties
under this Agreement, as a result of physical or mental illness or injury,
and (ii) a physician selected by the Company or its insurers, and acceptable
to the Executive or the Executive's legal representative, has determined that
the Executive's incapacity is total and permanent. A termination of the
Executive's employment by the Company for Disability shall be communicated to
the Executive by written notice, and shall be effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
unless the Executive returns to full-time performance of the Executive's
duties before the Disability Effective Date.
(b) BY THE COMPANY. (i) The Company may terminate the
Executive's employment during the Employment Period for Cause or without
Cause. "Cause" means:
A. the willful and continued failure of the Executive
substantially to perform the Executive's duties under this
Agreement (other than as a result of physical or mental
illness or injury), after the Board delivers to the Executive
a written demand for substantial performance that specifically
identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's
duties;
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B. illegal conduct or gross misconduct by the
Executive, in either case that is willful and results in
material and demonstrable damage to the business or reputation
of the Company; or
C. a breach of the covanants or representations
contained in Section 9.
(ii) A termination of the Executive's employment for
Cause shall be effected in accordance with the following procedures. The
Company shall give the Executive written notice ("Notice of Termination for
Cause") of its intention to terminate the Executive's employment for Cause,
setting forth in reasonable detail the specific conduct of the Executive that
it considers to constitute Cause and the specific provision(s) of this
Agreement on which it relies, and stating the date, time and place of the
Special Board Meeting. The "Special Board Meeting" means a meeting of the
Board called and held specifically for the purpose of considering the
Executive's termination for Cause, that takes place not less than five and
not more than fifteen business days after the Executive receives the Notice
of Termination for Cause. The Executive shall be given an opportunity,
together with counsel, to be heard at the Special Board Meeting. The
Executive's termination for Cause shall be effective when and if a resolution
is duly adopted at the Special Board Meeting, stating that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in the
Notice of
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Termination for Cause, and such conduct constitutes Cause under this
Agreement.
(c) GOOD REASON. (i) The Executive may terminate
employment for Good Reason or without Good Reason. "Good Reason" means:
A. the assignment to the Executive of any duties
inconsistent in any material respect with paragraph (a) or, if
applicable, (b) of Section 2 of this Agreement, or any other
action by the Company that results in a material diminution in
the Executive's position, authority, duties or
responsibilities, other than an action that is not taken in
bad faith and is remedied by the Company promptly after
receipt of notice thereof from the Executive;
B. any material failure by the Company to comply with
any provision of Section 3 of this Agreement, other than a
failure that is not taken in bad faith and is remedied by the
Company promptly after receipt of notice thereof from the
Executive;
C. any requirement by the Company that the Executive's
services be rendered primarily at a location or locations
other than that provided for in paragraph (d) of Section 2 of
this Agreement, other than normal business travel;
D. any purported termination of the Executive's
employment by the Company for a reason or in a manner not
expressly permitted by this Agreement; or
E. any failure by the Company to comply with paragraph
(c) of Section 10 of this Agreement.
(ii) A termination of employment by the Executive for
Good Reason shall be effectuated by giving the Company written
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notice ("Notice of Termination for Good Reason") of the termination, setting
forth in reasonable detail the specific conduct of the Company that
constitutes Good Reason and the specific provision(s) of this Agreement on
which the Executive relies. A termination of employment by the Executive for
Good Reason shall be effective on the fifth business day following the date
when the Notice of Termination for Good Reason is given, unless the notice
sets forth a later date (which date shall in no event be later than 30 days
after the notice is given).
(iii) A termination of the Executive's employment by the
Executive without Good Reason shall be effected by giving the Company at
least 10 business days' advance written notice of the termination.
(d) DATE OF TERMINATION. The "Date of Termination"
means the date of the Executive's death, the Disability Effective Date, the
date on which the termination of the Executive's employment by the Company
for Cause or by the Executive for Good Reason or without Good Reason, as the
case may be, is effective.
6. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) BY
THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY OR BY THE EXECUTIVE FOR
GOOD REASON. If, during the Employment Period, the Company terminates the
Executive's employment, other than for Cause or Disability or by reason of
the Executive's death, or the
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Executive terminates employment for Good Reason, the Company, in addition to
fulfilling its obligations under Section 3 hereof, shall pay to the Executive
in a lump sum in cash within 30 days after the Date of Termination the
Executive's accrued but unpaid cash compensation (the "Accrued Obligations"),
which shall equal the sum of (1) any portion of the Executive's Annual Base
Salary through the Date of Termination that has not yet been paid, (2) an
amount representing the Annual Bonus for the year of termination based on
target, and multiplying that amount by a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365 (the "Annual Bonus Amount");
(3) any compensation previously deferred by the Executive (together with any
accrued interest or earnings thereon) that has not yet been paid; and (4) any
accrued but unpaid Annual Bonuses and vacation pay.
(b) DEATH OR DISABILITY. If the Executive's employment is
terminated by reason of the Executive's death or Disability during the
Employment Period, the Company, in addition to fulfilling its obligations under
Section 3 hereof, shall pay the Accrued Obligations to the Executive or the
Executive's estate or legal representative, as applicable, in a lump sum in cash
within 30 days after the Date of Termination, and the Company shall have no
further obligations under this Agreement.
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(c) CAUSE; OTHER THAN FOR GOOD REASON. If the
Executive's employment is terminated by the Company for Cause during the
Employment Period, the Company shall pay the Executive the Annual Base Salary
through the Date of Termination, the amount of any compensation previously
deferred by the Executive (together with any accrued interest or earnings
thereon), in each case to the extent not yet paid, and the amount of any
earned but unpaid Annual Bonuses and vacation pay, and the Company shall have
no further obligations under this Agreement. If the Executive voluntarily
terminates employment during the Employment Period, other than for Good
Reason, the Company shall pay the Accrued Obligations to the Executive in a
lump sum in cash within 30 days of the Date of Termination, and the Company
shall have no further obligations under this Agreement.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement
shall prevent or limit the Executive's continuing or future participation in
any plan, program, policy or practice provided by the Company or any of its
affiliated companies for which the Executive may qualify, nor, subject to
paragraph (f) of Section 11, shall anything in this Agreement limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company or any of its affiliated companies. Vested
benefits and other amounts that the Executive is otherwise entitled to receive
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under any plan, policy, practice or program of, or any contract or agreement
with, the Company or any of its affiliated companies on or after the Date of
Termination shall be payable in accordance with such plan, policy, practice,
program, contract or agreement, as the case may be, except as explicitly
modified by this Agreement.
8. NO MITIGATION. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced,
regardless of whether the Executive obtains other employment.
9. CONFIDENTIAL INFORMATION; NONSOLICITATION; LICENSING;
NO CONFLICT. (a) The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or
data relating to the Company or any of its affiliated companies and their
respective businesses that the Executive obtains during the Executive's
employment by the Company or any of its affiliated companies and that is not
public knowledge (other than as a result of the Executive's violation of this
paragraph (a) of Section 9) ("Confidential Information"). The Executive
shall not communicate, divulge or disseminate Confidential Information at any
time during or after the Executive's
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employment with the Company, except in the good faith performance of his
duties hereunder, with the prior written consent of the Company or as
otherwise required by law or legal process. In no event shall an asserted
violation of the provisions of this paragraph (a) of Section 9 constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.
(b) The Executive agrees that he will not, for a period
of two years after the expiration or termination of the Executive's
employment with the Company, without the prior written consent of the
Company, whether directly or indirectly, employ, whether as an employee,
officer, director, agent, consultant or independent contractor, or solicit
the employment of, any person who is or at any time during the previous
twelve months was an employee, representative, officer or director of the
Company or any of its subsidiaries.
(c) The Executive represents that he was previously
licensed by the gaming authorities in Nevada and New Jersey and knows of no
reason why a license necessary for him to perform his duties hereunder would
not be granted to or maintained by him by those or similar authorities in the
future.
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(d) Executive represents to the Company that neither his
commencement of employment hereunder nor the performance of his duties
hereunder conflicts with any contractual commitment on his part to any third
party or violates or interferes with any rights of any third party.
10. SUCCESSORS. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would have been required to perform it if no
such succession had taken place. As used in this Agreement, "Company" shall
mean both the Company as defined above and any such successor that assumes
and agrees to perform this Agreement, by operation of law or otherwise.
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11. ARBITRATION. The Company and the Executive mutually
consent to the resolution by arbitration of all claims or controversies
arising out of Executive's employment (or its termination) that the Company
may have against Executive or that Executive may have against the Company or
against its officers, directors, shareholders, employees or agents in their
capacity as such. The Company and the Executive shall equally share the fees
and costs of the arbitrator, and each party shall bear its own costs in
connection with any arbitration, unless the Executive shall prevail in an
arbitration proceeding as to any material issue, in which case the Company
shall reimburse the Executive for all reasonable costs, expenses and fees
incurred in connection with such arbitration.
12. LEGAL FEES. The Company agrees to pay all legal
fees incurred by the Executive in connection with the negotiation and
preparation of this Agreement, up to a maximum of $15,000.
13. MISCELLANEOUS. (a) This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without reference to principles of conflict of laws. The captions
of this Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified except
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by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
(b) All notices and other communications under this
Agreement shall be in writing and shall be given by hand delivery to the
other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
IF TO THE EXECUTIVE:
x/x Xxxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
IF TO THE COMPANY:
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: General Counsel
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 11. Notices and communications
shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement. If
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any provision of this Agreement shall be held invalid or unenforceable in
part, the remaining portion of such provision, together with all other
provisions of this Agreement, shall remain valid and enforceable and continue
in full force and effect to the fullest extent consistent with law.
(d) Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local and foreign taxes that are required to be withheld
by applicable laws or regulations.
(e) The Executive's or the Company's failure to insist
upon strict compliance with any provision of, or to assert any right under,
this Agreement (including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to paragraph (c) of Section 5
of this Agreement) shall not be deemed to be a waiver of such provision or
right or of any other provision of or right under this Agreement.
(f) The Executive and the Company acknowledge that this
Agreement supersedes any other agreement between them concerning the subject
matter hereof.
(g) This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and
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said counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization of its Board of
Directors, the Company has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above written.
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Xxxxxxx X. Xxxxxxxxxx
HILTON HOTELS CORPORATION
By
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