Exhibit 10.28
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ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
WHEREAS, Wyndham International, Inc. ("Employer") and Xxxxx Xxxxxxx
("Executive") are parties to that certain Executive Employment Agreement
effective as of April 1, 2000, as amended by that certain Addendum thereto
effective as of September 14, 2001 (as so amended, the "Employment Agreement");
and
WHEREAS, Employer and Executive wish to amend the Employment Agreement as
specified in this Addendum No. 2 to Employment Agreement (this "Addendum") for
the purpose of encouraging the continuation of Executive's employment with
Employer;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive hereby agree that effective December
31, 2001, the Employment Agreement is amended as hereinafter set forth.
1. Certain Defined Terms. Capitalized terms not otherwise defined herein
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shall have the meanings ascribed to such terms in the Employment Agreement.
2. Addition of Section 17. The following section is hereby added to the
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Employment Agreement immediately following Section 16 of the Employment
Agreement:
17. Assumption in Bankruptcy. Employer agrees that in the event that
a chapter 11 bankruptcy petition is filed by or against Employer, Employer
will, at its sole expense, promptly file a motion seeking Bankruptcy Court
approval of Employer's assumption of this Agreement as an executory
contract pursuant to Bankruptcy Code section 365. Employer further agrees
to use commercially reasonable efforts to seek approval of such motion.
Executive agrees to cooperate with Employer's efforts in prosecuting such
motion, and agrees to provide such information and assistance as may be
necessary for Employer to obtain the approval thereof; provided, however,
that Executive's obligation to provide such assistance and cooperation
shall not require Executive to pay any of the costs, including legal fees
or expenses, incurred by Employer in seeking approval of such motion.
3. Counterparts. This Addendum may be executed in several counterparts,
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each of which shall be deemed an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum
effective as of the date set forth above.
WYNDHAM INTERNATIONAL, INC.
By:/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President - Compensation and Benefits
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Executive
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