EXHIBIT 10.6(a)
EMPLOYMENT AGREEMENT
BETWEEN INNKEEPERS USA TRUST
AND XXXXXXX X. XXXXXX
THIS EMPLOYMENT AGREEMENT effective February 1, 1997, between
INNKEEPERS USA TRUST, a Maryland real estate investment trust (the "Company"),
and XXXXXXX X. XXXXXX (the "Executive"), recites and provides as follows:
W I T N E S S E T H:
WHEREAS, the Company is a self-advised equity real estate investment
trust which has been formed to own hotel properties (the "Hotel") directly and
through its subsidiaries; and
WHEREAS, the Company desires to employ the Executive to devote
substantially all of his time (as defined in paragraph 4 hereunder) to the
business of the Company and to serve as the Chairman of the Board, Chief
Executive Officer and President of the Company; and
WHEREAS, the Executive desires to be so employed on the terms and
subject to the conditions hereinafter stated.
NOW, THEREFORE, in consideration of the premises and mutual
obligations hereinafter set forth, the parties agree as follows:
1. RECITALS. The above recitals are incorporated by reference herein
and made a part hereof as set forth verbatim.
2. EMPLOYMENT. The Company shall employ the Executive, and the
Executive agrees to be so employed, in the capacity of Chairman of the Board,
Chief Executive Officer and President of the Company to serve for the Term (as
hereinafter defined) hereof, subject to earlier termination as hereinafter
provided.
3. TERM. The term of the Executive's employment hereunder (the
"Term") shall be for a period of five (5) years commencing on February 1, 1997,
and continuing until December 31, 2002, unless terminated earlier as provided
herein. If neither the Company nor the Executive has provided the other with
written notice of an intention to terminate this Agreement at least thirty (30
days before the end of the Term (or any subsequent renewal period), this
Agreement will automatically renew for successive twelve (12) month periods.
4. SERVICES. The Executive shall devote 100% of his time, attention
and effort to the Company's affairs. The Executive shall have full authority and
responsibility, subject to the general direction, approval and control of the
Board of Trustees for formulating policies and administering the Company in all
respects.
5. COMPENSATION.
(a) BASE SALARY. During the Term, the Company shall pay the
Executive for his services an annual Base Salary equal to $150,000.00, subject
to any increases approved by the Company's Board of Trustees and an automatic
annual adjustment based on any increase in the United States Consumer Price
Index for Wage Earners & Clerical Workers, United States Average, All Items
(1982-1984) (the "CPI") plus five percent (5%). The initial CPI adjustment shall
occur on January 1, 1998 and shall be based upon the percentage increase in the
CPI since January 1, 1997 (plus five percent (5%)). Subsequent adjustments shall
occur on January 1 of each year based on the percentage increase in the CPI
since the last adjustment date (plus five percent (5%)). The Executive's Base
Salary shall be also subject to such inreases as may be approved by the
Company's Baord of Trustees, in its sole discretion. Such Base Salary shall be
paid in twenty-six (26) bi-installments. Any increase in Base Salary shall not
serve to limit or reduce any other obligations to the Executive under this
Agreement.
(b) ANNUAL BONUS. In addition to the annual Base Salary in Section
5(a) above, the Executive shall be entitled to a cash bonus, payable on or
before April 1 of the following year determined as follows: the Executive shall
be entitled to receive a cash bonus equal to 7.5% of any increase in Funds From
Operations (as defined below, "FFO") of Innkeepers USA Trust for the year over
the previous year. The maximum cash bonus payable to the Executive pursuant to
this Section 5(b) shall be equal to 100% of the annual Base Salary described in
Section 5(a) above. For the purposes of this Section 5(b), FFO will mean net
income (loss) computed in accordance with generally accepted accounting
principals, excluding gains (or losses) from debt restructuring and sales of
property, plus real estate depreciation and amortization, and after adjustments
for unconsolidated partnerships and joint ventures, as the same may be adjusted
from time to time by the National Association of Real Estate Investment Trusts.
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(c) STOCK OPTIONS. In addition to the Base Salary and Annual Bonus
indicated in (a) and (b) above, the Executive's compensation shall include any
and all stock options presently outstanding or granted by the Company in the
future.
6. BENEFITS. The Company agrees to provide the Executive with the
following benefits:
(a) VACATION. The Executive shall be entitled each year to a
vacation, during which time his compensation shall be paid in full. The time
allotted for such vacation shall be an aggregate three (3) weeks. In the year
Executive terminates employment, he shall be entitled to receive a prorated paid
vacation based upon the amount of time that he has worked during the year of
termination. In the event that he has not taken his vacation time computed on a
prorated basis, he shall be paid, at his regular rate of pay, for unused
vacation. In the event Executive has taken more vacation time than allotted for
the year of termination, there shall be no reduction in compensation otherwise
payable hereunder.
(b) EMPLOYEE BENEFITS. During the Term of this Agreement, the
Executive and/or the Executive's family, as the case may be, shall be entitled
to all rights, benefits and privileges to which other management level employees
of the Company are entitled, including, but not limited to, any retirement,
pension, profit-insurance, hospital, or other plans which may now be in effect
or which may hereafter be adopted by the Company. Regarding life insurance, the
Executive shall have the right to name the beneficiary of such life insurance
policy.
7. EXPENSES. The Company recognizes that the Executive will have to
incur certain out-of-pocket expenses, including, but not limited to travel
expenses, related to his services and the Company's business, and the Company
agrees to promptly reimburse the Executive for all reasonable expenses
necessarily incurred by him in the performance of his duties to the Company upon
presentation of a voucher or documentation indicating the amount and business
purposes of any such expenses. These expenses include, but are not limited to,
travel, meals, entertainment, etc.
8. OFFICE AND SUPPORT STAFF. During the term of this Agreement, the
Executive shall be entitled to an office of a size and with furnishings and
other appointments, and to secretarial and
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other assistants, at least equal to those provided to other management level
employees of the Company.
9. TERMINATION.
(a) GROUNDS. This Agreement shall terminate in the event of the
Executive's death. In the case of the Executive's Disability, the Company may
elect to terminate the Executive as a result of such Disability. Where
appropriate, the Company also may terminate the Executive pursuant to a
Termination With Cause. Finally, the Executive may terminate his employment with
the Company pursuant to either a Voluntary Termination or a Voluntary
Termination for Good Reason. For purposes of this Agreement, Disability,
Voluntary Termination, Voluntary Termination for Good Reason, and Termination
With Cause are defined in Section 10 of this Agreement.
(b) NOTICE OF TERMINATION. Any termination by the Company or the
Executive (other than upon death) shall be communicated by Notice of Termination
to the Executive or the Company, as applicable. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon and the specific
ground for termination; (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination; and (iii) the
date of termination in accordance with 9(c) below. The failure of the Executive
to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder.
(c) DATE OF TERMINATION. "Date of Termination" means (i) if the
Company intends to treat the termination as a termination based upon the
Executive's Disability, the Executive's employment with the Company shall
terminate effective on the sixtieth day after receipt of Notice of Termination
by the Company, provided that, within thirty (30) days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties; (ii) if the Executive's employment is terminated by reason of Death, the
Date of Termination shall be the date of death of the Executive; (iii) if the
Executive's employment is terminated by reason of Voluntary Termination, the
Date of Termination shall be thirty (30) days from the date of the Notice of
Termination. In addition, the Executive shall be deemed to have
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terminated his employment by Voluntary Termination if the Executive voluntarily
refuses to provide substantially all the services described in Section 4 hereof
for a period greater than four (4) consecutive weeks; In such event, the Date of
Termination shall be the day after the last day of such four-week period; (iv)
if the Company intends to treat the termination as a Termination With Cause
based upon the grounds described in clauses 10 (c) (i) and (ii), then
Termination shall be effective upon Notice as defined in this Agreement; (v) if
the Company intends to treat the termination as a Termination With Cause based
upon the grounds described in clauses 10 (c) (iii) and (iv) of this Agreement,
the Company shall provide the Executive written notice of such grounds for
termination and the Executive shall have a period of thirty (30) days to cure
such cause to the reasonable satisfaction of the Chairman of the Board, failing
which employment shall be deemed terminated at the end of such thirty (30) day
period; and (vi) if the Executive's employment is terminated by reason of
Voluntary Termination for Good Reason, the date of termination shall be thirty
(30) days after the date of the Notice of Termination if the cause is not cured.
10. DEFINITIONS. For the purposes of this Agreement, the following
terms shall have the following definitions:
(a) "DISABILITY" means a complete physical or mental inability,
confirmed by three (3) independent licensed physicians, to perform substantially
all of the services described in Section 3 hereof that continues for a period of
one hundred twenty (120) consecutive days.
(b) "VOLUNTARY TERMINATION" means the Executive's voluntary
termination of his employment, other than a Voluntary Termination for Good
Reason, hereunder for any reason. For purposes of this Section 10, voluntary
refusal to perform services shall not include taking a vacation in accordance
with Section 6(a) hereof, the Executive's failure to perform services on account
of his illness or the illness of a member of his immediate family, provided such
illness is adequately substantiated at the reasonable request of the Company, or
any other absence from service with the written consent of the Board of
Directors.
(c) "TERMINATION WITH CAUSE" means the termination of the
Executive's employment by act of the Company's Board of Directors for any of the
following reasons:
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(i) the Executive's conviction of a crime involving some
act of dishonesty or moral turpitude (specifically excepting
simple misdemeanors not involving acts of dishonesty and all
traffic violations);
(ii) the Executive's theft, embezzlement, misappropriation
of or intentional and malicious infliction of damage to the
Company's property or business opportunity;
(iii) the Executive's abuse of alcohol, drugs or other
substances as determined by an independent medical physician; or
(iv) the Executive engages in gross dereliction of duties,
repeated refusal to perform assigned duties consistent with his
position or repeated violation of the Company's written policies
after written warning.
(d) VOLUNTARY TERMINATION FOR "GOOD REASON" means the Executive's
termination of his employment hereunder following an intentional breach by the
Company of any material provision of this Agreement if such breach continues for
a period of thirty (30) days after the board of trustees of the Company receives
written notice of such breach. For purposes of this Agreement, such breaches
include, but are not limited to, the following:
(i) a material modification by the Company, and/or its
affiliates, of the Executive's duties, functions and
responsibilities as in effect immediately before such
modification without the Executive's written consent;
(ii) the failure of the Company, and/or its affiliates, to
permit the Executive to exercise such responsibilities as are
consistent with the Executive's position and are of such a
nature as are usually associated with such offices or positions
of a company engaged in the same business as the Company for
which the Executive performs services;
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(iii) a requirement by the Company, and/or its affiliates,
that the Executive relocate his employment more than fifty (50)
miles from Palm Beach County, Florida, without the Executive's
written consent; or
(iv) a reduction in the Executive's Base Salary.
11. COMPENSATION UPON TERMINATION-OBLIGATIONS OF THE COMPANY UPON
TERMINATION.
(a) If the Executive shall suffer a death, termination hereunder
based upon Executive's Disability or Voluntary Termination for Good Reason, as
defined under Section 10, then the Company shall pay the Executive cash
compensation in a lump sum equal to (a) the Executive's then current annual Base
Salary, (b) plus the average of the bonus paid to the Executive for the previous
year and the annualized bonus accrual for the Executive for the then-current
year, (c) multiplied by three (3), (d) minus all disability proceeds received by
the Executive under any disability insurance policies paid for by the Company.
The Company shall also be responsible for the following:
(i) the Executive's full Base Salary up to the Date of
Termination at the rate in effect on the Date of Termination;
(ii) any stock option rights possessed by the Executive;
(iii) the product of the Annual Bonus paid to the Executive
for the last full fiscal year and 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;
(iv) any compensation previously deferred by the Executive
(together with any accrued interest thereon) and not yet paid by
the Company and any accrued vacation pay not yet paid by the
Company; and
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(v) any other amounts or benefits owing to, or accrued or
vested for the account of, the Executive under the
then-applicable employee benefit plans or policy of the Company.
All such accrued obligations shall be paid to the Executive in a
lump sum, in cash, within ninety (90) days of the Date of
Termination. Anything in this Agreement to the contrary
notwithstanding, the Executive's family shall be entitled to
receive benefits at least equal to the benefits provided by the
Company, under such plans, programs and policies relating to
family death benefits, if any, in accordance with the most
favorable policies of the Company.
(b) If the Executive shall suffer a Termination With Cause or a
Voluntary Termination, then the Executive shall not be entitled to any
compensation after the effective date of such Termination With Cause or
Voluntary Termination (except compensation accrued but unpaid as of such
effective date, including any vested or accrued options, shares or similar
grants by the Company).
12. CHANGE IN CONTROL. In the event of a Change in Control, as
defined below, either the Executive or the Company, shall have the option to
terminate Executive's employment.
(a) NOTICE. Written notice that a "Change in Control" has occurred
must be delivered by the Company within ten (10) days after such "Change in
Control" occurs. Proper notice to effectuate a termination upon Change in
Control shall be effective the date either the Executive or the Company receives
written notice which (i) indicates that this Employment Agreement is being
terminated on the basis of Change in Control, and, (ii) sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.
(b) DEFINITIONS - CHANGE IN CONTROL.
(1) ACQUIRING PERSON means that a Person, considered alone or
together with all Control Affiliates and Associates of that Person, is or
becomes directly or indirectly the beneficial owner of securities representing
at least thirty (30)
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percent of the Companies' then outstanding securities entitled to vote generally
in the election of the Board.
(2) AFFILIATE means any "subsidiary" or "parent" corporation
(within the meaning of Section 424 of the Code) of the Companies.
(3) BOARD means the Board of Directors of the Companies.
(4) CONTROL AFFILIATE, with respect to any Person, means an
Affiliate as defined in Rule 12B-2 of the General Rules and Regulations under
the Exchange Act, as amended as of January 1, 1990.
(5) EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended and as in effect from time to time.
(6) PERSON means any human being, firm, corporation,
partnership, or other entity. Person also includes any human being, firm,
corporation, partnership , or other entity as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act, as amended as of January 1, 1990. The term Person
does not include the Companies or any related entity within the meaning of Code
Section 1563(a), 414(b) or 414(c), and the term Person does not include any
employee-benefit plan maintained by the Companies or by any Related Entity, and
any Person or entity organized, appointed, or established by the Companies or by
any subsidiary for or pursuant to the terms of any such employee-benefit plan,
unless the Board determines that such an employee-benefit plan, or such Person
or entity is a Person.
(7) "CHANGE IN CONTROL". For purposes of this Agreement, a
"Change in Control" shall mean any of the following events:
(i) In the event a Person is or becomes an Acquiring
Person;
(ii) In the event a Person enters into an agreement that
would result in that Person's becoming an Acquiring Person;
(iii) In the event that the Company enters into any
agreement with a Person that involves the
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transfer of at least fifty (50) percent of the Company's total
assets on a consolidated basis, as reported in the Company's
consolidated financial statements filed with the Securities and
Exchange Commission;
(iv) In the event that the Company enters into an agreement
to merge or consolidate the Company or to effect a statutory
share exchange with another Person, regardless of whether the
Company is intended to be the surviving or resulting entity
after the merger, consolidation, or statutory share exchange;
(v) In the event the individuals who, as of the date of
this Agreement, are members of the Board, cease for any reason
to constitute a majority of the members of the Board;
(vi) A complete liquidation or dissolution of
the Company; or,
(vii) Notwithstanding the foregoing, a Change in Control
shall not be deemed to control solely because any Person
acquired Beneficial Ownership as defined in the Exchange Act of
more than the permitted amount of the then outstanding
securities as a result of the acquisition of securities by the
Company which by reducing the number of securities then
outstanding, increases the proportional number of shares
Beneficially Owned by the subject Person(s), provided that if a
Change in Control would occur as a result of the acquisition of
securities by the Company, and after such share acquisition by
the Company, the Person becomes the Beneficial Owner of any
additional securities which increases the percentage of the then
outstanding securities Beneficially Owned by the subject Person,
then a Change in Control shall occur.
(c) COMPENSATION UPON TERMINATION BASED UPON CHANGE IN CONTROL -
PAYMENT OF EXCISE TAXES. If a termination occurs upon a Change in Control as
defined above, then the Company shall pay the Executive those same amounts at
the same time as indicated in
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Section 11 (i) - (v) (a "Termination Payment"). In addition, if the excise tax
on "excess parachute payments," as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), will be imposed on the Executive
under Code Section 4999 as a result of the Executive's receipt of the
Termination Payment or any other payment, benefit, or compensation (without
regard to the "Additional Amount" described below) which the Executive receives
or has the right to receive from the Company or any of its affiliates (the
"Change of Control Benefits"), the Company shall indemnify the Executive and
hold him harmless against all claims, losses, damages, penalties, expenses, and
excise taxes. To effect this indemnification, the Company shall pay to the
Executive the "Additional Amount" described in this Section 12(c). The
Additional Amount shall be the amount that is sufficient to indemnify and hold
the Executive harmless from the application of Code Section 280G and 4999 of the
Code, including the amount of (i) the excise tax that will be imposed on the
Executive under Section 4999 of the Code with respect to the Change of Control
Benefits; (ii) the additional (A) excise tax under Section 4999 of the Code, (B)
hospital insurance tax under Section 3111(b) of the Code, and (C) federal, state
and local income taxes for which the Executive is or will be liable on account
of the payment of the amount described in item (i); and (iii) the further
excise, hospital insurance and income taxes for which the Executive is or will
be liable on account of the payment of the amount described in item (ii) and
this item (iii) and any other indemnification payment under this Section 12(c).
The Additional Amount shall be calculated and paid to the Executive at the time
that the Termination Payment is paid to the Executive. In calculating the
Additional Amount, the highest marginal rates of federal and applicable state
and local income taxes applicable to individuals and in effect for the year in
which the Change of Control occurs shall be used. Nothing in this Section 12(c)
shall give the Executive the right to receive indemnification from the Company
or its affiliates for federal, state or local income taxes or hospital insurance
taxes payable solely as a result of the Executive's receipt of (a) the
Termination Payment or (b) any additional payment, benefit or compensation OTHER
THAN additional compensation in the form of the excise tax payment specified in
item (i) above. As specified in items (ii) and (iii) above, all income, hospital
insurance and additional excise taxes resulting from additional compensation in
the form of the excise tax payment specified in item (i) above shall be paid to
the Executive.
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The provisions of this Section 12(c) are illustrated by the following
example:
Assume that the Termination Payment and all other Change of Control
Benefits result in a total federal, state and local income tax and hospital
insurance tax liability of $180,000; and an excise tax liability under Code
Section 4999 of $70,000. Under such circumstances, the Executive is solely
responsible for the $180,000 income and hospital insurance tax liability; and
the Company must pay to the Executive $70,000, plus an amount necessary to
indemnify the Executive for all federal, state and local income taxes, hospital
insurance taxes, and excise taxes that will result from the $70,000 payment to
the Executive and from all further indemnification to the Executive of taxes
attributable to the initial $70,000 payment.
13. CONFIDENTIAL INFORMATION. The executive recognizes that the
Company's business interests require a confidential relationship between the
Company and the Executive and the fullest practical protection and confidential
treatment of their trade secrets, operating manuals, marketing techniques,
designs, concepts, franchise operation and system management programs, customer
lists, innovations and improvements (collectively, "Information") that will be
conceived or learned by him in the course of his employment with the Company.
Accordingly, the Executive agrees, both during and after termination of his
employment, to keep secret and to treat confidentially all of the Company's
Information and not to use or aid others in using any such Information in
competition with the Company. The obligation set forth in this Paragraph 13
shall exist during the Executive's employment and shall continue after the
termination of the Executive's employment for so long as any of the Company's
Information retains any confidentiality.
14. NOTICES. All notices or deliveries authorized or required
pursuant to this Agreement shall be deemed to have been given when in writing
and personally delivered or three (3) days following the date when deposited in
the U.S. mail, certified, return receipt requested, postage prepaid, addressed
to the parties at the following addresses or to such other addresses as either
may designate in writing to the other party:
To the Company: INNKEEPERS USA TRUST
Attn: Xx. Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
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To the Executive: XXXXXXX X. XXXXXX
000 Xxxx Xxxx
Xxxx Xxxxx, XX 00000
15. ENTIRE AGREEMENT. This Agreement supersedes in its entirety the
Amended and Restated Employment Agreement between the Executive and the Company
effective February 1, 1996. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and shall
not be modified in any manner except by instrument in writing signed, by or on
behalf of, the parties hereto. This Agreement shall be binding upon and inure to
the benefit of the heirs, successors and assigns of the parties hereto.
16. ARBITRATION. Any claim or controversy arising out of, or relating
to, this Agreement or its breach, shall be settled by arbitration in Palm Beach
County, Florida in accordance with the governing rules of the American
Arbitration Association. Judgment upon the award rendered may be entered in any
court of competent jurisdiction. In the event one of the parties hereto requests
an arbitration proceeding under this Agreement, such proceeding shall commence
within 30 days from the date of such request. The prevailing party shall be
entitled to reasonable attorney's fees and costs.
17. APPLICABLE LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
18. NO SETOFF. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by a setoff, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other employment or take other
action by way of mitigation of the amounts payable to the Executive under the
provisions of this Agreement.
19. ASSIGNMENT. The Executive acknowledges that his services are
unique and personal. Accordingly, the Executive may not assign his rights or
delegate his duties or obligations under this Agreement. The Executive's rights
and obligations under this
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Agreement shall insure to the benefit of and shall be binding upon the
Executive's successors and assigns.
20. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the _____ day of April, 1998.
THE COMPANY:
INNKEEPERS USA TRUST, a Maryland
real estate investment trust
By:
-----------------------------
Xxxxxxxx X. Xxxx
Title: Executive Vice President and
Chief Operating Officer
EXECUTIVE:
By:
-----------------------------
Xxxxxxx X. Xxxxxx
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AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of November 13,
2000, between INNKEEPERS USA TRUST, a Maryland real estate investment trust
("Company"), and XXXXXXX X. XXXXXX ("Executive"), recites and provides as
follows:
WHEREAS, the Company and Executive entered into an Employment
Agreement effective February 1, 1997 ("Employment Agreement"); and
WHEREAS, the parties have agreed to amend the Employment Agreement to
provide for an increased Base Salary and extend the term.
NOW, THEREFORE, in consideration of the premises and mutual
obligations set forth herein and in the Employment Agreement, the parties hereto
hereby agree as follows:
1. The first sentence of Section 3 of the Employment Agreement shall
be deleted and replaced in its entirety with the following:
"The term of the Executive's employment hereunder (the "Term") shall
expire on January 2, 2004, unless terminated earlier as provided
herein."
2. Section 4 of the Employment Agreement is hereby deleted and
replaced in its entirety with the following:
"The Executive shall devote substantially all of his time, attention
and effort to the Company's affairs; provided that the Company
acknowledges that the Executive may, from time to time, hold the
position of President of Innkeepers Hospitality, Inc. and/or one or
more of its sister companies whose primary business is leasing and/or
managing properties in which the Company holds an interest, and that
the Executive may devote business time to these companies so long as
such activities do not interfere with the performance of Executive's
duties hereunder. The Executive shall have full authority and
responsibility, subject to the general direction, approval and
control of the Company's Board of Trustees, for formulating policies
and administering the Company in all respects."
3. Section 5(a) of the Employment Agreement is hereby amended to
provide for a annual Base Salary in 2001 of $313,300, subject to increase in
each subsequent year of the Term as set forth in Section 5(a).
4. The terms and provisions of the Employment Agreement shall not be
deemed to have been changed except as expressly modified hereby, and as so
modified the Employment Agreement shall remain in full force and effect.
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5. Capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the 13th day of November, 2000.
THE COMPANY:
INNKEEPERS USA TRUST, a Maryland real estate
investment trust
By:
--------------------------
Its:
EXECUTIVE:
-----------------------------
XXXXXXX X. XXXXXX
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AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of October 9, 1998,
between INNKEEPERS USA TRUST, a Maryland real estate investment trust
("Company"), and XXXXXXX X. XXXXXX ("Executive"), recites and provides as
follows:
WHEREAS, the Company and Executive entered into an Employment
Agreement effective February 1, 1997 ("Employment Agreement"); and
WHEREAS, the parties have agreed to amend the Employment Agreement to
provide for an increased Base Salary and revised Annual Bonus formula.
NOW, THEREFORE, in consideration of the premises and mutual
obligations set forth herein and in the Employment Agreement, the parties hereto
hereby agree as follows:
1. Section 5(a) of the Employment Agreement is hereby amended to
provide for an annual Base Salary in 1999 of $250,000.00, subject to increase in
each subsequent year of the Term as set forth in Section 5(a).
2. Section 5(b) is hereby deleted in its entirety and replaced with
the following:
"(b) ANNUAL BONUS. In addition to the annual Base Salary in Section
5(a) above, the Executive shall be eligible for a cash bonus each year, payable
on or before April 1 of the following year, determined as follows:
(i) The Executive shall be entitled to receive a cash bonus
equal to $75,000 if the Company achieves funds from operations
("FFO") per share for the year equal to ninety-five percent
(95%) of the FFO per share budget for the year, as estimated by
the Company and set forth in the budget presented to the Board
of Trustees at the first Board meeting of the year;
(ii) The Executive shall be entitled to receive an
additional cash bonus equal to $75,000 if the Company achieves
FFO per share for the year equal to one-hundred percent (100%)
of the FFO per share budget for the year, as estimated by the
Company and set forth in the budget presented to the Board of
Trustees at the first Board meeting of the year;
(iii) The Executive shall be entitled to receive a cash
bonus equal to $25,000 if the Company achieves FFO per share for
the year equal to one hundred five percent (105%) of the FFO per
share budget for the year, as estimated by the Company and set
forth in the budget presented to the Board of Trustees at the
first Board meeting of the year; and
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(iii) The Executive shall be entitled to receive an
additional cash bonus of up to $25,000 if and to the extent approved by
the Compensation Committee of the Board."
3. The terms and provisions of the Employment Agreement shall not be
deemed to have been changed except as expressly modified hereby, and as so
modified the Employment Agreement shall remain in full force and effect.
4. Capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the _____ day of November, 1998.
THE COMPANY:
INNKEEPERS USA TRUST, a Maryland real estate
investment trust
By:
-----------------------------
Xxxxxxxx X. Xxxx
Its: Executive Vice President and Chief Operating
Officer
EXECUTIVE:
-----------------------------
XXXXXXX X. XXXXXX
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