EXHIBIT 10.32
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the ____ day of
April, 1999, is by and between Xxxxxxx Hospitality, LLC (the "Company"),
and____________________________ ("Executive"). Xxxxxxx Inns, Inc. is joining as
a party solely for purposes of its obligations under Section 5(b)(i) hereof and
the rights to which it is entitled under Sections 4, 6 and 13.
WITNESSETH:
WHEREAS, Executive heretofore has been employed by Signature Inns, Inc.
("Signature") under terms of that certain Employment Contract dated as of
December 16, 1993, as amended (the "Prior Agreement"); and
WHEREAS, Signature is to be merged with and into the Company pursuant to
the terms of that certain Agreement and Plan of Merger (the " Merger Agreement")
by and between Signature and the Company dated as of January 27, 1999; and
WHEREAS, as contemplated by the Merger Agreement, the parties have agreed
to enter into this Employment Agreement (this "Agreement") to provide for the
employment of the Executive with the Company from and after the Effective Time
of the Merger; and
WHEREAS, it is the intention of the parties that this Agreement replace the
Prior Agreement in its entirety and that all of Executive's rights, duties and
commitments regarding his employment shall be governed by this Agreement
exclusively.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth herein, the parties hereto do hereby agree as follows:
1. Employment. The Company hereby employs Executive, and Executive
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hereby agrees to serve, on the terms and conditions described herein. Executive
shall serve in the position and shall perform the duties more fully described on
Exhibit A hereto. Executive agrees to perform such other duties as shall from
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time to time be reasonably assigned to him by the Managers or the Chief
Executive Officer of the Company or the President of the Signature Inns division
of the Company which shall be reasonably related to those duties ordinarily
performed by a person in such capacity. Executive further agrees to report
periodically to the President of the Signature Inns division of the Company or
such other Company officer or executive designated by such President or the
Managers, to use his best efforts to promote the interests of the Company, and
to devote his full time and attention during normal business hours to the
business and affairs of the Company.
2. Term of Employment. Executive's employment hereunder shall be for the
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period which shall commence on the date hereof and shall continue for a period
of [twelve] [six] months, subject to automatic renewal of for additional terms
of [twelve] [six] months each unless either party
gives notice to the other of the termination of employment hereunder not less
than 30 days prior to the first day of the next renewal term.
3. Compensation.
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(a) Salary and Bonus. Executive shall be paid an annual salary of
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[$102,391 for Xxxxxx and Xxxxxx; $86,877 for Xxxxxx and Brew] during the
Term of Employment. Executive shall also be entitled to participate in the
Signature Inns bonus pool which is more fully described on Exhibit C
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hereto. Executive shall be entitled to such increases in his salary as
the Managers of the Company shall determine in their sole discretion.
(b) Business Expenses. Executive shall be entitled to reimbursement
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of his reasonable and necessary out-of-pocket expenses incurred by
Executive on behalf of the Company upon the presentation to the Company of
an itemized account of all of such expenditures. Such expenses shall be
substantiated by vouchers, receipts or similar documentation.
(c) Benefits. Executive shall be entitled to participate in the
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pension, profit sharing, bonus, life insurance, hospitalization, major
medical, and other employee benefit plans of the Company that may be in
effect from time to time (hereinafter sometimes referred to collectively as
"Benefits"), to the extent the Executive is eligible under the terms of
those plans; provided, however, that the Benefits provided to Executive
during at least the first twelve months of the Term of Employment shall be
comparable to those provided generally to Executive and all other executive
officers of Signature under the Prior Agreement. Executive shall be granted
that certain option to purchase shares of Xxxxxxx Inns, Inc. Common Stock
as provided in Section 1.05 of the Merger Agreement and may be considered
for the grant of stock options in the future, at the discretion of the
Board of Directors of Xxxxxxx Inns, Inc. or the appropriate committee
thereof.
(d) Vacation and Sick Leave. Executive shall be entitled to vacation
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and sick leave in accordance with the Company's policies, provided,
however, that Executive shall be entitled to at least 15 work days of
vacation.
4. Trade Secrets; Work Product; Confidentiality.
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(a) Trade Secrets. Executive hereby understands and agrees that
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Executive will, at all times, conform his conduct to the requirements of
the Indiana Trade Secrets Act, I.C. Section 24-2-3-1, et seq., a copy of
which is attached hereto as Exhibit "B" and by this reference made a part
hereof. Executive will not misappropriate (e.g., use or disclose to any
third party) any trade secret of the Company. Executive recognizes that
the penalties for a trade secret violation include disgorgement of profits,
payment of royalties, compensatory damages, punitive damages, and
attorney's fees. Executive understands that he may ask the Company to
render an opinion as to whether the Company considers certain knowledge to
be a trade secret, if such a question should arise. Executive understands
that upon termination of employment with the Company for any reason,
Executive will continue to be prohibited at any time thereafter from
misappropriating any trade secret of the Company.
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(b) Work Product. Executive agrees that any invention, enhancement,
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process, method, design and any other creation (hereinafter "Product") that
Executive may develop, invent, discover, conceive or originate, along or in
conjunction with any other person during business hours or on behalf of the
Company, during the term of the Executive's employment, and for a period of
twelve (12) months thereafter, that relates to the business of the Company
now or hereafter carried on by it, or to the use of any product involved
therein, shall be the exclusive property of the Company. Executive
understands and agrees that in partial consideration of Executive's
employment for the compensation received, and for continued employment, all
such products shall be the exclusive property of the Company and thus
subject to patent, copyright, registration or other legal protective
custody by the Company. The Company shall have the authority and this
instrument shall operate: (1) to give the Company authority to execute,
sell and deliver as the act of the Executive, any license agreement,
contract, assignment or other instrument in writing that may be necessary
or proper; (2) to convey to the Company the entire right, title and
interest in and to any such product. Executive further agrees to hold the
Company and its assigns harmless by reason of the Company's acts pursuant
to this paragraph. Executive further agrees that, during the term of his
employment and any time thereafter, Executive shall cooperate with the
Company and its counsel in the prosecution and/or defense of any litigation
which may arise in connection with any product referred to in this
paragraph.
(c) Confidentiality. Executive agrees that during the period of
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employment by the Company, and for a period of twelve (12) months following
termination of employment, for any reason, Executive will not disclose,
cause to be disclosed, or otherwise allow to be disclosed, any
confidential/proprietary information of the Company that, while not a
"trade secret" under the Indiana Trade Secrets Act, possesses independent
economic value to the Company from not being generally known by other
persons who can obtain economic value from its disclosure or use.
Executive understands that he can ask the Company to render an opinion as
to whether the Company considers certain knowledge or information to be
confidential/proprietary information, if such a question should arise.
(d) Return of Property. Executive agrees to return all property of
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the Company, including, but not limited to equipment, prices,
specifications, programs and any other proprietary data or objects acquired
through Executive's employment with the Company, as well as any and all
copies of such items, within seven (7) days upon the termination of
employment, whether said termination be with or without cause.
5. Termination. The Term of Employment and any and all other rights of
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the Executive under this Agreement or otherwise as an employee of the Company
will terminate (except as otherwise provided in this Section 5): (i) upon the
death of the Executive; (ii) upon the disability of the Executive (as defined in
Section 5(a)(i)) immediately upon notice from either party to the other, (iii)
for cause (as defined in Section 5(a)(ii)) immediately upon notice from the
Company to Executive or at such later time as the notice may specify, or (iv)
for good reason (as defined in Section 5(a)(iii)) upon not less than thirty
days' prior notice from the Executive to the Company.
(a) Definitions. The following terms as used in this Section 5 shall
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have the definitions set forth below:
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(i) Definition of Disability. For purposes of Section 5, the
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Executive will be deemed to have a "disability" if, for physical or
mental reasons, the Executive is unable or incapable to perform the
essential functions of the Executive's duties under this Agreement for
120 consecutive days, or 180 days during any twelve-month period, as
determined in accordance with this Section 5(a)(i). Such inability or
incapacity shall be documented to the reasonable satisfaction of the
Managers by appropriate correspondence from registered physicians
reasonably satisfactory to the Managers.
(ii) Definition of "For Cause". For purposes of Section 5, the
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phrase "for cause" means: (i) the Executive has committed a willful
serious act, such as embezzlement, against the Company intending to
enrich himself at the expense of the Company or been convicted of a
felony, (ii) the Executive has engaged in conduct that has caused
demonstrable and serious injury, monetary or otherwise, to the Company
as evidenced by a binding and final judgment, order or decree of a
court or administrative agency of competent jurisdiction in effect
after exhaustion of all rights of appeal of the action, suit or
proceeding, whether civil, criminal, administrative or investigative,
(iii) the Executive, in carrying out his duties hereunder, has been
guilty of willful gross neglect or willful gross misconduct, resulting
in either case in material harm to the Company, or (iv) the Executive
has refused to carry out his duties in gross dereliction of duty and,
after receiving notice to such effect from the Managers, the Executive
fails to cure the existing problem within 30 days.
(iii) Definition of "Good Reason". For purposes this
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Section 5, "good reason" shall mean
(1) any material breach of this Agreement by the Company of
which the Company has been provided written notice by the
Executive and has failed to cure within 30 days after receipt of
such notice;
(2) a material diminution of the duties or responsibilities
of Executive from those that are outlined in Exhibit A hereto;
(3) a permanent transfer or relocation of Executive which
results from a required move of the location of the office of the
Company to which Executive is to report on a permanent basis to a
location which is more than 25 miles from Indianapolis, Indiana;
or
(4) the material reduction or elimination of the
compensation to which Executive is otherwise entitled under the
terms of Section 3 above.
(b) Termination Pay. Effective upon the termination of this
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Agreement, the Company will be obligated to pay the Executive (or, in the
event of his death, his designated beneficiary as defined below) only such
compensation as is provided in this Section 5(b), and in lieu of all other
amounts and in settlement and complete release of all claims the Executive
may have against the Company and Xxxxxxx Inns, Inc. For purposes of this
Section 5(b),
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the Executive's designated beneficiary will be such individual beneficiary
or trust, located at such address, as the Executive may designate by notice
to the Company from time to time or, if the Executive fails to give notice
to the Company of such a beneficiary, the Executive's estate.
Notwithstanding the preceding sentence, the Company will have no duty, in
any circumstances, to attempt to open an estate on behalf of the Executive,
to determine whether any beneficiary designated by the Executive is alive
or to ascertain the address of any such beneficiary, to determine the
existence of any trust, to determine whether any person or entity
purporting to act as the Executive's personal representative (or the
trustee of a trust established by the Executive) is duly authorized to act
in that capacity, or to locate or attempt to locate any beneficiary,
personal representative, or trustee.
(i) Termination by the Executive for Good Reason or by the
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Company without Cause. If the Executive terminates this Agreement for
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good reason or the Company terminates this Agreement without cause at
any time during the Term of Employment, including the Company's giving
notice of nonrenewal of the Term of Employment as contemplated by
Section 2 above, Xxxxxxx Inns, Inc. will pay the Executive an amount
equal to (a) [100%] [50%] of the amount of Executive's then Base
Salary, plus (b) [100%] [50%] of the aggregate amount of the bonuses
received by Executive during the twelve month period ending with the
date notice of termination is given. Such amount shall be paid to
Executive in monthly installments over a period of [twelve] [six]
months from the effective date of termination of employment and
Xxxxxxx Inns, Inc.'s obligations with respect thereto shall be
conditioned on Executive's compliance with his post-termination
obligations, covenants and commitments hereunder. In addition, the
Company shall continue Executive's health care coverage for a period
of [twelve] [six] months following the effective date of termination
of Executive's employment, also subject to his continued compliance
with this Agreement.
(ii) Voluntary Termination by Executive or Termination by the
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Company for Cause. If the Executive voluntarily terminates his
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employment with the Company without good reason, or the Company
terminates this Agreement for cause, the Executive will be entitled to
receive his salary only through the date such termination is
effective, which shall be 30 days after Executive's receipt of written
notice from the Company of such termination, which notice shall
describe in reasonable detail the facts and circumstance constituting
the cause for such termination.
(iii) Termination upon Disability. If this Agreement is
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terminated by either party as a result of the Executive's disability,
as determined under Section 5(a)(i), the Company will pay the
Executive his salary through the remainder of the calendar month
during which such termination is effective.
(iv) Termination upon Death. If this Agreement is terminated
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because of the Executive's death, the Executive will be entitled to
receive his salary through the end of the calendar month in which his
death occurs.
(v) Benefits. The Executive's accrual of, or participation in
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plans providing for, the Benefits will cease at the effective date of
the termination of this Agreement,
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and the Executive will be entitled to accrued Benefits pursuant to
such plans only as provided in such plans except as otherwise provided
in Section 5(b)(i).
6. Noncompetition. Executive agrees that Executive will not, directly
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or indirectly, do any of the following:
(a) Competition with the Company. For a period of time from the date
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hereof until [twelve] [six] months following the termination of
Executive's employment hereunder if such termination of Executive's
employment is for cause by the Company or by reason of Executive's
resignation without good reason, Executive agrees not to compete with the
Company or any of its lessees, franchisees, management companies or
affiliated partnerships as an officer, director, stockholder, partner,
member, manager, associate, employee, owner, agent, investor, creditor,
independent contractor, co-venturer, consultant or otherwise, or encourage,
counsel, advise or financially assist or support his spouse or any other
member of his immediate family that resides with him to be or become, or
himself be or become interested in or associated with any person,
corporation, firm or business engaged in the operation of a hotel or motel
within a twenty (20) mile radius of any Signature Inn or Xxxxxxx Inn in
operation at the time of the termination of employment. Executive
acknowledges that the restricted period of time and geographic region
specified are reasonable in view of the nature of the business in which the
Company or any of its lessors, lessees, franchisees, management companies
or affiliated partnerships is engaged and Executive's knowledge of the
Company's operations. If the scope of any stated restriction is too broad
to permit enforcement of such restriction to its full extent, then such
restriction shall be enforced to the maximum extent permitted bylaw.
Executive hereby agrees that regardless of the actual date employment
commences, this covenant is supported by consideration consisting of the
acquisition of Signature and its good will by Xxxxxxx Inns, Inc. pursuant
to the Merger Agreement and the continued employment of Executive by the
Company, and refusal to abide by this covenant constitutes just cause for
termination of such employment and the obligation of the Company or Xxxxxxx
Inns, Inc. to pay any compensation due to Executive hereunder, including
any termination payment otherwise due hereunder.
(b) Solicitation of Employees of Company. Executive will not,
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directly or indirectly, either for himself or any other person, during his
Term of Employment and, if termination of Executive's employment is for
cause by the Company or by reason of Executive's resignation without good
reason, for a period of [twelve] [six] months thereafter attempt to hire,
engage or employ, or solicit, contact or communicate with, for the purpose
of hiring, employing or engaging any person who is then an employee or
commissioned agent of the Company (or of a franchisee or affiliated
partnership) or who was such an employee at any time within the twelve-
month period immediately prior thereto.
7. Notices. The address of Executive for the purposes of notices
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hereunder shall be his last address as shown on the records of the Company.
Notice by mail shall be by certified or registered mail, postage and
certification or registration charges prepaid. The effective date of notice by
mail shall be three days after mailing or the date of receipt, whichever shall
first occur.
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8. Other Agreements. Executive warrants to the Company that he has no
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obligations inconsistent herewith, that the execution and performance of this
Agreement by him will not constitute a breach of any other Agreement by which he
is bound, and that he does not possess any trade secret or confidential
information related to the business of the Company which he is prohibited from
disclosing to the Company or using for its benefit. It is hereby agreed that
the employment of the Executive with the Company shall be governed by this
Agreement exclusively and that the Prior Agreement is hereby canceled and shall
be of no further force or effect. Executive waives and releases any and all
rights that he may have under the terms of the Prior Agreement.
9. Successors, Assigns and Related Parties. Notwithstanding anything to
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contrary in this Agreement to the contrary, the obligations and liability to
make the termination payments required by Section 5(b)(i) shall belong
exclusively to Xxxxxxx Inns, Inc. The covenants, commitments and restrictions
imposed on Executive by Sections 4 and 6 hereof shall apply to the business and
operations of both the Company and Xxxxxxx Inns, Inc. and may be enforced by
either or both of them. It is acknowledged by the parties that payment of any
and all items of compensation and reimbursement due to Executive hereunder may
be made by Xxxxxxx Investments, Inc. ("KII") under the terms of that certain
Cost Reimbursement Agreement dated as of January 1, 1994, as amended from time
to time (the "Cost Reimbursement Agreement") and the amounts thereof then
reimbursed to KII pursuant thereto. Notwithstanding the foregoing, KII shall
have no liability or obligation to Executive for any amounts due hereunder and
that the relevant entity comprising the Company as contemplated above will be
solely responsible for such amounts. Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of Executive and the
Company and, except insofar as it provides for rendition of personal services,
the heirs, personal representatives and assigns of Executive and the successors
and assigns of the Company.
10. Miscellaneous. The language of this Agreement and all parts hereof
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shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against either party hereto. No waiver of any provision
hereof by any party hereto shall be binding unless such waiver shall be
evidenced by a writing signed by such party. This Agreement may not be modified
in any manner except by instruments in writing signed by both parties hereto.
The headings of the various paragraphs this Agreement are solely for the purpose
of convenience and shall not be relied upon in construing any provision hereof.
11. Separability. If any provision of this Agreement is rendered or
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declared illegal or unenforceable by reason of any existing or subsequently
enacted legislation or by the decision of any arbitrator or by any court of
competent jurisdiction, the Executive and the Company shall either meet and
negotiate substitute provisions or promptly request the court to substitute
provisions for those rendered or declared illegal or unenforceable to preserve
the original intent of this Agreement to the extent legally possible, but all
other provisions of this Agreement shall remain in full force and effect.
12. Arbitration. Notwithstanding anything herein to the contrary, in the
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event that there shall be a dispute among the parties arising out of or relating
to this Agreement or the breach thereof, other than Sections 4 and 6, the
parties agree that such dispute shall be resolved by final and binding
arbitration in Atlanta, Georgia administered by the American Arbitration
Association ("AAA"), in accordance with AAA's Commercial Arbitration Rules then
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in effect. Depositions may be taken and other discovery may be obtained during
such arbitration proceedings to the same extent as authorized
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in civil judicial proceedings. Any award issued as a result of such arbitration
shall be final and binding between the parties thereto, and shall be enforceable
by any court having jurisdiction over the party against whom enforcement is
sought. The fees and expenses of such arbitration (including reasonable
attorneys' fees) or any action to enforce an arbitration award shall be paid by
the party that does not prevail in such arbitration.
13. Injunction. In the event of breach of any provisions of this
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Agreement, the Company shall be entitled to seek damages if determinable but it
is hereby agreed that any such remedy at law is inadequate as to a breach of
Sections 4 and 6 of this Agreement, and thus, the Company shall also be entitled
to injunctive relief. Such a breach shall cause the applicable restrictive time
period stated herein to be extended to run from the date of full compliance with
any court-ordered injunction. The Company also shall be entitled to reasonable
attorney's fees incurred in the enforcement of all such relief. The remedies
herein provided shall be cumulative and no single remedy shall be construed as
exclusive of any other or of any remedy provided at law. Failure of the Company
to exercise any remedy at any time shall not operate as a waiver of the right of
the Company to exercise any remedy for the same or subsequent breach at any time
thereafter.
EXECUTED in counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same Agreement, as of the date
herein first above written. It is understood and agreed that Xxxxxxx Inns, Inc.
is signing below for purposes of its obligations under Section 5(b)(i) of this
Agreement and its rights under Sections 4, 6 and 13.
Xxxxxxx Inns, Inc Xxxxxxx Hospitality, LLC
By By:
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
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EXHIBIT A
JOB DESCRIPTION
XXXX X. XXXXXX
JOB TITLE: Chief Financial Officer of Signature Inns Division.
DUTIES: Responsible for the financial operations and functions of
Signature Inns Division and affiliated entities.
Reports to President of Signature Inns Division and periodically
to CFO of Company and other Company officers or executives.
XX X. XXXXXX
JOB TITLE: Senior Vice President Hotel Operations of Signature Inns
Division.
DUTIES: Overall management of the hotel operations of Signature Inns
Division of the Company.
Reports to President of Signature Inns Division.
XXXXXX X. XXXX
JOB TITLE: Treasurer and Controller of Signature Inns Division.
DUTIES: Manage accounting department, perform treasury functions, and
manage automation strategy and implementation for hotels and
corporate office of Signature Inns Division of Company.
Reports to Chief Financial Officer of Signature Inns Division.
XXXXX X. XXXXXX
JOB TITLE: Vice President of Sales and Marketing for Signature Inns
Division.
DUTIES: Develop, implement and monitor sales, marketing and advertising
programs on both local and national level for Signature Inns
Division. Manage reservation system and advertising agency.
Reports to Senior Vice President Hotel Operations of Signature
Inns Division.
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EXHIBIT B
Indiana Trade Secrets Act
IC 24-2-3-1
Sec. 1. (a) This chapter may be cited as the Uniform Trade Secrets Act.
(b) This chapter shall be applied and construed to effectuate its general
purpose to make uniform the law with respect to the subject matter of this
chapter among states enacting the provisions of this chapter.
(c) The chapter displaces all conflicting law of this state pertaining to the
misappropriation of trade secrets, except contract law and criminal law.
As added by Acts 1982, P.L.148, SEC.1.
IC 24-2-3-2
Sec. 2. As used in this chapter, unless the context requires otherwise:
"Improper means" includes theft, bribery, misrepresentation, breach or
inducement of a breach of a duty to maintain secrecy, or espionage through
electronic or other means.
"Misappropriation" means:
(1) acquisition of a trade secret of another by a person who knows or has
reason to know that the trade secret was acquired by improper means; or
(2) disclosure or use of a trade secret of another without express or
implied consent by a person who:
(A) used improper means to acquire knowledge of the trade secret;
(B) at the time of disclosure or use, knew or had reason to know that
his knowledge of the trade secret was:
(i) derived from or through a person who had utilized improper means
to acquire it;
(ii) acquired under circumstances giving rise to a duty to maintain
its secrecy or limit its use; or
(iii) derived from or through a person who owed a duty to the person
seeking relief to maintain its secrecy or limit its use; or
(C) before a material change of his
position, knew or had reason to know that it was a trade secret and that
knowledge of it had been acquired by accident or mistake.
"Person" means a natural person, limited liability company, corporation,
business trust, estate, trust, partnership, association, joint venture,
government, governmental subdivision or agency, or any other legal or commercial
entity.
"Trade secret" means information, including a formula, pattern, compilation,
program, device, method, technique, or process, that:
(1) derives independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(2) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.
As added by Acts 1982, P.L.148, SEC.1. Amended by P.L.8-1993, SEC.343.
IC 24-2-3-3
Sec. 3. (a) Actual or threatened misappropriation may be enjoined. Upon
application to the court, an injunction shall be terminated when the trade
secret has ceased to exist, but the injunction may
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be continued for an additional reasonable period of time in order to eliminate
commercial advantage that otherwise would be derived from the misappropriation.
(b) If the court determines in exceptional circumstances that it would be
unreasonable to prohibit future use, an injunction may condition future use upon
payment of a reasonable royalty for no longer than the period of time the use
could have been prohibited.
(c) In appropriate circumstances, affirmative acts to protect a trade secret
may be compelled by court order.
As added by Acts 1982, P.L.148, SEC.1. Amended by P.L.50-1984, SEC.3.
IC 24-2-3-4
Sec. 4. (a) In addition to or in lieu of injunctive relief, a complainant may
recover damages for the actual loss caused by misappropriation. A complainant
also may recover for the unjust enrichment caused by misappropriation that is
not taken into account in computing damages for actual loss.
(b) When neither damages nor unjust enrichment are provable, the court may
order payment of a reasonable royalty for no longer than the period during which
the use could have been prohibited.
(c) If willful and malicious misappropriation exists, the court may award
exemplary damages in an amount not exceeding twice any award made under
subsection (a).
As added by Acts 1982, P.L.148, SEC.1. Amended by P.L.50-1984, SEC.4.
IC 24-2-3-5
Sec. 5. If:
(1) a claim of misappropriation is made in bad faith;
(2) a motion to terminate an injunction is made or resisted in bad faith; or
(3) willful and malicious misappropriation exists;
the court may award reasonable attorney's fees to the prevailing party. As
added by Acts 1982, P.L.148, SEC.1.
IC 24-2-3-6
Sec. 6. In an action under this chapter, a court shall preserve the secrecy of
an alleged trade secret by reasonable means, which may include granting
protective orders in connection with discovery proceedings, holding in-camera
hearings, sealing the records of the action, and ordering any person involved in
the litigation not to disclose an alleged trade secret without prior court
approval.
As added by Acts 1982, P.L.148, SEC.1.
IC 24-2-3-7
Sec. 7. An action for misappropriation must be brought within three (3) years
after the misappropriation is discovered or by the exercise of reasonable
diligence should have been discovered. For the purposes of this section, a
continuing misappropriation constitutes a single claim.
As added by Acts 1982, P.L.148, SEC.1.
IC 24-2-3-8
Sec. 8. If a continuing misappropriation otherwise covered by this chapter
began before September 1, 1982, the chapter does not apply to the part of the
misappropriation that occurred before that date. It does apply to the part that
occurs after August 31, 1982, unless the appropriation was not a
misappropriation under the law displaced by this chapter.
As added by Acts 1982, P.L.148, SEC.1.
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EXHIBIT C
Signature Inns Bonus Pool
The bonus pool for 1999 calendar year shall be an amount of up to $300,000
less the amount of the bonus pool awarded for the period of time from January 1,
1999 to the closing of the Merger pursuant to the Merger Agreement. The
aggregate amount of the bonus pool shall be determined by the amount of the
total room revenues per available room realized by the Signature Inns division
of the Company for the 26 Signature Inns during the period from the consummation
of the Merger with Xxxxxxx Inns, Inc. to December 31, 1999 ("Revenues Per
Room"). Revenues Per Room shall be calculated by dividing the total room
revenues (including meeting room revenues, net telephone revenues and all other
hotel revenues) realized from all of the Signature Inns during the relevant
period by the number of available rooms in the Signature Inns for each day
during the period multiplied by the number of days in the period. The aggregate
pool shall be determined as follows:
If Revenues Per Room Equals: The Aggregate Bonus Pool Shall Be/1:/
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More than $41.00 $300,000
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$40.00 to $41.00 $250,000
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$39.00 to $39.99 $200,000
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$38.00 to $38.99 $100,000
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$37.00 to $37.99 $ 50,000
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Less than $37.00 $ 0
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1. The amount of the bonus pool shall be less the amount of the bonus pool
awarded by Signature Inns, Inc. for the period of January 1, 1999 through
the date of the consummation of the Merger.
Xxxxxx and Xxxxxx Provision: [Executive shall be entitled to be awarded
22% of the aggregate Bonus Pool hereunder.]
Xxxxxx and Brew Provision: [Executive shall be entitled to be awarded
that portion of 20% of the aggregate Bonus Pool hereunder as the Managers of the
Company shall approve based upon the recommendation of the President of the
Signature Inns division of the Company shall recommend.]
It is currently anticipated that a similar bonus pool will be established
for the year 2000 and subsequent years.
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