Exhibit 10.38
AMENDMENT TO
EMPLOYMENT AGREEMENT
FIRST AMENDMENT made as of this 29th day of July, 1999 to the
Employment Agreement dated as of April 29, 1998 by and between ResortQuest
International, Inc., a Delaware corporation formerly known as Vacation
Properties International, Inc. ("VPI"), and [____________________] (the
"Employee"), which became effective on May 26, 1998, the date of the
consummation of the initial public offering of the common stock of VPI (the
"Employment Agreement"). If VPI and the other party to a transaction
constituting a Change in Control (as defined in the Employment Agreement) agree
that such transaction shall be treated as a "pooling of interests" for financial
reporting purposes, and if the transaction is in fact so treated, then the
provisions of this Amendment shall not be valid to the extent that VCPI's
independent public accountants determine in good faith that the provisions of
this Amendment would preclude "pooling of interests" accounting.
W I T N E S S E T H:
WHEREAS, VPI and Employee have previously entered into the Employment
Agreement; and
WHEREAS, VPI and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. The first sentence of subparagraph 5(c) of the Employment Agreement
is hereby amended in its entirety to read as follows:
"VPI may terminate the Agreement ten (10) days after delivery
of written notice to Employee for good cause, which shall be:
(1) Employee's willful, material and irreparable breach of the
Agreement; (2) Employee's continual and material failure to
adequately perform, continuing for 10 days after receipt of
written notice of need to cure, any of Employee's material
duties and responsibilities, provided that a termination
pursuant to this clause is approved by a vote of at least
two-thirds (2/3) of the Board; (3) Employee's willful
dishonesty, fraud or misconduct which has a material adverse
effect on the operations or reputation of VPI (other than good
faith expense account disputes); (4) Employee's conviction in
a court of competent jurisdiction of a felony (other than a
traffic violation); or (5) Employee's chronic alcohol abuse or
illegal drug use."
2. The third sentence of sub-paragraph 5(e) of the Employment Agreement
is hereby amended in its entirety to read as follows:
"If Employee's resignation or other termination by Employee is
for good reason (as defined in Exhibit A hereto), VPI shall
pay all amounts and damages to which Employee may be entitled
as a result of such resignation or other termination,
including interest thereon and all reasonable legal fees and
expenses and other costs incurred by Employee to enforce
Employee's rights thereunder."
3. Paragraph 5 of the Employment Agreement is hereby amended by adding
the following language at the end thereof:
"Notwithstanding anything herein to the contrary, if a Change
in Control occurs during the Term and there is less than one
(1) year remaining on the Term, the Term shall be extended for
one (1) year following the date of the Change in Control and
provided further that the payment and other obligations
hereunder shall survive the termination of this Agreement to
the extent a Change in Control has occurred at any time during
the Term."
4. Sub-paragraph 12(b) of the Employment Agreement is hereby amended by
adding of the following language at the end thereof:
"In addition, VPI shall provide Employee with the benefits set
forth in sub-paragraphs 12(h)(ii) through (iv)."
5. Sub-paragraph 12(e) of the Employment Agreement is hereby amended by
deleting the phrase "unless the transaction or event shall have been approved by
at least two-thirds (2/3) of the Board of Directors of VPI."
6. Sub-paragraph 12(g) of the Employment Agreement is hereby amended in
its entirety to read as follows:
"(i) In the event any payment that is either received by
Employee or paid by VPI on his or her behalf or any property
or any other benefit provided to him or her under this
Agreement or under any other plan, arrangement or agreement
with VPI or any other person whose payments or benefits are
treated as contingent on a change of ownership or control of
VPI (or in the ownership of a substantial portion of the
assets of VPI) or any person affiliated with VPI or such
person (but only if such payment or other benefit is in
connection with Employee's employment by VPI) collectively the
"VPI Payments"), will be subject to the tax (the "Excise Tax")
imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code") (and any similar tax that may
hereafter be imposed by any taxing authority), VPI shall pay
to Employee at the time specified in subparagraph (iv) below
an additional amount (the "Gross-up Payment") such that the
net amount retained by Employee, after deduction of any Excise
Tax on the VPI Payments and any U.S. federal, state or local
income or payroll tax upon the Gross-up Payment provided for
by this subparagraph (i), but before deduction for any U.S.
federal, state, and
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local income or payroll tax on the VPI Payments, shall be
equal to the VPI Payments.
(ii) For purposes of determining whether any of the VPI
Payments and Gross-up Payments (collectively the "Total
Payments") will be subject to the Excise Tax and the amount of
such Excise Tax, (x) the Total Payments shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2)
of the Code, and all "parachute payments" in excess of the
"base amount" (as defined under Code Section 280G(b)(3) of the
Code) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of VPI's
independent certified public accountants appointed prior to
any Change in Control or tax counsel selected by such
accountants or VPI (the "Accountants") such Total Payments (in
whole or in part) either do not constitute "parachute
payments," represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of
the Code in excess of the "base amount" or are otherwise not
subject to the Excise Tax, and (y) the value of any non-cash
benefits or any deferred payment or benefit shall be
determined by the Accountants in accordance with the
principles of Section 280G of the Code. In the event that the
Accountants are serving as accountant or auditor for the
individual, entirety or group effecting the Change in Control,
Employee may appoint another nationally recognized accounting
firm to make the determinations hereunder (which accounting
firm shall then be referred to as the "Accountants"
hereunder). All determinations hereunder shall be made by the
Accountants which shall provide detailed supporting
calculations both to VPI and Employee at such time as it is
requested by VPI or Employee. If the Accountants determine
that payments under this Agreement must be reduced pursuant to
this paragraph, they shall furnish Employee with a written
opinion to such effect. The determination of the Accountants
shall be binding upon VPI and Employee.
(iii) For purposes of determining the amount of the Gross-up
Payment, Employee shall be deemed to pay U.S. federal income
taxes at the highest marginal rate of U.S. federal income
taxation in the calendar year in which the Gross-up Payment is
to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of
Employee's residence for the calendar year in which the VPI
Payments are to be made, net of the maximum reduction in U.S.
federal income taxes which could be obtained from deduction of
such state and local taxes if paid in such year. In the event
that the Excise Tax is subsequently determined by the
Accountants to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, Employee
shall repay to VPI, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of
the prior Gross-up Payment attributable to such reduction
(plus the portion of the Gross-up Payment attributable to the
Excise Tax and U.S. federal, state and local income tax
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imposed on the portion of the Gross-up Payment being repaid by
Employee if such repayment results in a reduction in Excise
Tax or a U.S. federal, state and local income tax deduction),
plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code. Notwithstanding
the foregoing, in the event any portion of the Gross-up
Payment to be refunded to VPI has been paid to any U.S.
federal, state or local tax authority, repayment thereof (and
related amounts) shall not be required until actual refund or
credit of such portion has been made to Employee, and interest
payable to VPI shall not exceed the interest received or
credited to Employee by such tax authority for the period it
held such portion. Employee and VPI shall mutually agree upon
the course of action to be pursued (and the method of
allocating the expense thereof) if Employee's claim for refund
or credit is denied.
In the event that the Excise Tax is later determined by the
Accountant to exceed the amount taken into account hereunder
at the time the Gross-up Payment is made (including by reason
of any payment the existence or amount of which cannot be
determined at the time of the Gross-up Payment), VPI shall
make an additional Gross-up Payment in respect of such excess)
(plus any interest or penalties payable with respect to such
excess) at the time that the amount of such excess is finally
determined.
(iv) Not later than the date on which Employee's Excise Tax is
due (which shall include the date that any withholding
obligation for such Excise Tax is required to be satisfied),
VPI shall pay to Employee or, in the case of any withholding
obligation, the Internal Revenue Service on behalf of such
Employee, an amount equal to the Excise Tax. The Gross-up
Payment or portion thereof provided for in subparagraph (iii)
above (less any amounts paid pursuant to the preceding
sentence) shall be paid within ten (10) days after Employee
delivers a written request for reimbursement accompanied by a
copy of Employee's tax return(s) showing the Excise Tax
actually incurred by Employee.
(v) Employee shall notify the Chief Financial Officer of VPI
in writing of any claim by the Internal Revenue Service that,
if successful, would require the payment by VPI of a Gross-up
Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after
Employee is informed in writing of such claim and shall
apprise VPI of the nature of such claim and the date on which
such claim is requested to be paid. Employee shall not pay
such claim prior to the expiration of the thirty (30) day
period following the date on which it gives such notice to VPI
(or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If VPI notifies
Employee in writing prior to the expiration of such period
that it desires to contest such claim, Employee shall:
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(A) give VPI any information reasonably
requested by VPI relating to such claim,
(B) take such action in connection with
contesting such claim as VPI shall
reasonably request in writing from time to
time, including, without limitation,
accepting legal representation with respect
to such claim by an attorney reasonably
selected by VPI,
(C) cooperate with VPI in good faith in order to
effectively contest such claim, and
(D) permit VPI to participate in any proceedings
relating to such claim;
provided, however, that VPI shall bear and pay directly all
costs and expenses (including, without limitation, additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including
any interest and penalties with respect thereto) imposed as a
result of such representation and payment of cost and
expenses. Without limitation on the foregoing provisions of
this subparagraph (v), VPI shall control all proceedings taken
in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole
option, either direct Employee to pay the tax claimed and xxx
for a refund or contest the claim in any contest to a
determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts,
as VPI shall determine; provided, however, that if VPI directs
Employee to pay such claim and xxx for a refund, VPI shall
advance the amount of such payment to Employee, on an
interest-free basis and shall indemnify and hold Employee
harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest to such advance or with respect to any
imputed income with respect to such advance; and further
provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Employee
with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore,
VPI's control of the contest shall be limited to issues with
respect to which a Gross-up Payment would be payable hereunder
and Employee shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.
(vi) If, after receipt by Employee of an amount advanced by
VPI pursuant to subparagraph (v) Employee becomes entitled to
receive any refund with respect to such claim, Employee shall
(subject to VPI's complying with the requirements of
subparagraph (v) promptly pay to VPI
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the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after
the receipt by Employee of an amount advanced by VPI pursuant
to subparagraph (v), a determination is made that Employee
shall not be entitled to any refund with respect to such claim
and VPI does not notify Employee in writing of its intent to
contest such denial of refund prior to the expiration of
thirty (30) days after such determination, then such advance
shall offset, to the extent thereof, the amount of Gross-up
Payment required to be paid.
(vii) VPI shall be responsible for all charges of the
Accountant.
(viii) VPI and Employee shall promptly deliver to each other
copies of any written communications, and summaries of any
verbal communications, with any taxing authority regarding the
Excise Tax covered by this paragraph."
7. A new sub-paragraph 12(h) is hereby added to the Employment
Agreement to read as follows:
"(h) If Employee's employment by VPI is terminated within one
(1) year after a Change in Control by Employee for good reason
or by VPI without good cause, then VPI shall pay or provide
Employee with all of the following severance benefits:
(i) a lump-sum cash payment within fifteen (15) days of
Employee's date of termination (or, if applicable, such later
date as is necessary for Employee to execute the release
described under paragraph 20(b) herein) equal to three (3)
times Employee's annual base salary in effect immediately
prior to the Change in Control;
(ii) any base salary, bonus, vacation pay, deferred
compensation accrued or earned under law or in accordance with
VPI's policies applicable to Employee but not yet paid and any
incurred but unreimbursed business expenses for the period
prior to termination shall be payable in accordance with VPI's
policies and the terms of the applicable plan ("Accrued
Obligations");
(iii) continued participation (at VPI's cost and without any
required employee or dependent contributions) in all health or
welfare plans which cover Employee (and eligible dependents),
including, without limitation, medical, dental, life insurance
and disability coverage upon the same terms and conditions
(except for the requirements of Employee's continued
employment) in effect on the Employee's date of termination
(which shall be substantially comparable to the health or
welfare plans in which Employee participated in immediately
prior to the Change in Control) until three (3) years after
the date of termination; provided, however, that in the event
Employee obtains other employment that offers
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substantially similar or improved benefits, as to any
particular health or welfare plan, such continuation of
coverage by VPI for such similar or improved benefit under
such plan shall immediately cease. To the extent such coverage
cannot be provided under VPI's health plans without
jeopardizing the tax status of such plans, for underwriting
reasons or because of the tax impact on Employee, VPI shall
pay Employee an amount such that Employee can purchase such
benefits separately at no greater after tax cost to him or her
than he or she would have had if the benefits were provided to
him or her as an employee. The continuation of health benefits
for the thirty-six (36) month period shall reduce and count
against Employee's rights under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended;
(iv) Outplacement services at a level commensurate with
Employee's position, including use of an Employee office and
secretary available through such outplacement services, for a
period of one (1) year commencing on the Employee's date of
termination but in no event extending beyond the date on which
Employee commences other full time employment."
8. New sub-paragraphs 12(i) and (j) are hereby added to the Employment
Agreement to read as follows:
"(i) If Employee's employment by VPI is terminated by VPI
without good cause during the one hundred eighty (180) days
prior to the effective date of a Change in Control, then VPI
shall pay or provide Employee with all of the following
severance benefits:
(ii) a lump sum cash payment within fifteen (15) days of the
Change in Control (or, if applicable, such later date as is
necessary for Employee to execute the release described under
paragraph 20(b) herein) equal to Employee's base salary at the
rate in effect at the time of Employee's termination for
whatever time period is remaining under the Term of this
Agreement at the time of Employee's termination, less any
amounts paid pursuant to subparagraph 5(d) between the
effective date of Employee's termination and the effective
date of a Change in Control, plus one (1) times Employee's
annual base salary at the rate in effect at the time of
Employee's termination; and
(ii) the benefits set forth in sub-paragraphs 12(h)(ii)
through (iv) hereof; provided, however, that benefits under
sub-paragraph 12(h)(iii) shall continue for the same period
used to calculate the lump sum cash payment under Section
12(i)(i)."
(j) In the event that Employee elects to terminate employment
or is terminated under subparagraphs 12(b) or (c), Employee
shall be entitled to continued health insurance coverage for
the three (3) year period after the
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date of termination in the same manner and to same extent set
forth in subparagraph 12(h)(iii). Following the three (3) year
period of continued health insurance coverage described in
this subparagraph 12(j) and under subparagraph 12(h)(iii),
Employee shall be entitled to continued health insurance
coverage for the five (5) year period after the expiration of
the three (3) year period in the same manner and to the same
extent set forth in subparagraph 12(h)(iii), provided that the
Employee reimburses VPI for the full premium for such
coverage.
9. Paragraph 16 of the Employment Agreement is hereby amended by adding
of the following language at the end thereof:
"To the fullest extent permitted by law, VPI shall promptly
pay upon submission of statements all legal and other
professional fees, costs of litigation, prejudgment interest,
and other expenses incurred in connection with any dispute
concerning payments, benefits or any other entitlements under
paragraph 12; provided, however, VPI shall be reimbursed by
Employee for (i) the fees and expenses advanced in the event
Employee's claim is, in a material manner, bad faith or
frivolous and the arbitrator or court, as applicable,
determines that the reimbursement of such fees and expenses is
appropriate, or (ii) to the extent that the arbitrator or
court, as appropriate, determines that such legal and other
professional fees are clearly and demonstrably unreasonable."
10. A new paragraph 19 is hereby added to the Employment Agreement to
read as follows:
"19. CONFIDENTIALITY.
(a) Employee agrees and understands that during the Employee's
position with VPI, Employee has been and will be exposed to
and receive information relating to the affairs of VPI
considered by VPI to be confidential and in the nature of
trade secrets (including but not limited to procedures,
memoranda, notes, records and customer lists, whether such
information has been or is made, developed or compiled by
Employee or otherwise has been or is made available to him)
(any and all such information, the "Confidential
Information"). Employee agrees that, during the Term and
thereafter for a period of two years, Employee shall keep
such Confidential Information confidential and will not
disclose such Confidential Information, either directly or
indirectly, to any third person or entity without the prior
written consent of VPI; provided, however, that (i) Employee
shall have no such obligation to the extent such Confidential
Information is or becomes publicly known other than as a
result of Employee's breach of his obligations hereunder or
is received by Employee following the date of termination and
(ii) Employee may, after giving prior notice to VPI to the
extent practicable under the circumstances, disclose such
Confidential Information to the extent
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required by applicable laws or governmental regulations or
judicial or regulatory process.
(b) Employee agrees that all Confidential Information is and
will remain the property of VPI. Employee further agrees that,
during the Term and thereafter, he shall hold in the strictest
confidence all Confidential Information, and shall not,
directly or indirectly, duplicate, sell, use, lease,
commercialize, disclose, or otherwise divulge to any person or
entity any portion of the Confidential Information or use any
Confidential Information for his own benefit or profit or
allow any person or entity, other than VPI and its authorized
employees, to use or otherwise gain access to any Confidential
Information."
11. A new paragraph 20 is hereby added to the Employment Agreement to
read as follows:
"20. NO MITIGATION/NO OFFSET/RELEASE.
(a) In the event of any termination of employment hereunder,
Employee shall be under no obligation to seek other employment
and there shall be no offset against any amounts due Employee
under this Agreement on account of any remuneration
attributable to any subsequent employment that Employee may
obtain. The amounts payable hereunder shall not be subject to
setoff, counterclaim, recoupment, defense or other right which
VPI may have against Employee or others, except as
specifically set forth in paragraph 3 hereof or upon obtaining
by VPI of a final unappealable judgment against Employee.
(b) Any amounts payable and benefits or additional rights
provided pursuant to paragraphs 5(d), 5(e) or 12 beyond
Accrued Obligations shall only be payable if Employee delivers
to VPI a release (substantially in the form of the release set
forth in VPI's standard form severance agreement) of all
claims that Employee has or may have against VPI and its
affiliates (other than claims to payments, benefits or
entitlements specifically payable or provided hereunder,
claims under COBRA, claims to vested accrued benefits under
VPI's employee benefit plans or any rights of indemnification
under VPI's organizational documents) occurring up to the
release date in such form as reasonably requested by VPI,
provided, however, that such release shall also release
Employee of all claims that VPI and its affiliates have or may
have against the Employee. In the event that VPI fails to
deliver such release to Employee within ten (10) days from the
later of (i) the Employee's date of termination or (ii) the
date of the Change in Control, such release shall not be
required and shall not prohibit or otherwise delay payment of
any amounts due Employee hereunder.
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(c) Upon any termination of employment, upon the request of
VPI, Employee shall deliver to VPI a resignation from all
offices and directorships and fiduciary positions of Employee
in which Employee is serving with, or at the request of, VPI
or its subsidiaries, affiliates or benefit plans."
12. A new paragraph 21 is hereby added to the Employment Agreement to
read as follows:
"21. LIABILITY INSURANCE. VPI shall cover Employee under
directors and officers liability insurance both during and,
while potential liability exists, after the Term in the same
amount and to the same extent, if any, as VPI covers its other
officers and directors."
13. A new paragraph 22 is hereby added to the Employment Agreement to
read as follows:
"22. LITIGATION SUPPORT. Subject to Employee's other
commitments, following the Term, Employee shall be reasonably
available to cooperate (but only truthfully) with VPI and
provide information as to matters which Employee was
personally involved, or has information on, during the Term
and which are or become the subject of litigation or other
dispute."
14. A new paragraph 23 is hereby added to the Employment Agreement to
read as follows:
"23. MULTIPLE TRIGGERING EVENTS; CANCELLATION AND RECOVERY. If
Employee first becomes eligible to receive payments pursuant
to sub-paragraphs 5(d) or (e) or sub-paragraphs 12(b), (c),
(h) or (i) hereof, Employee shall not thereafter be entitled
to any additional payments or benefits pursuant to such
provisions (other than pursuant to sub-paragraph 12(i)) which
would have become payable as a result of subsequent events had
Employee's employment by VPI not previously terminated.
Notwithstanding anything herein to the contrary, VPI reserves
the right to terminate all payments and benefits hereunder and
to recover from Employee amounts previously paid to Employee
if Employee's employment by VPI is terminated by Employee for
good reason or by VPI without good cause within thirty (30)
days after an event which would be grounds for a termination
by VPI for good cause."
15. Exhibit A is hereby added to the Employment Agreement to read as
follows:
"Good reason' shall mean, without the express written consent
of Employee, the occurrence of any of the following events:
(i) any material diminution or change in (except temporarily
during any period of Disability) Employee's positions, duties,
responsibilities,
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authority or titles not commensurate with Employee's position
or the assignment of duties or responsibilities not
commensurate with Employee's position;
(ii) if Employee is a member of the Board, removal or
dismissal from the Board;
(iii) a reduction by VPI in Employee's base salary provided in
paragraph 2(a) hereof;
(iv) relocation of Employee's principal business location to
an area outside a fifty (50) mile radius of its current
location or relocation of Employee from the headquarters of
VPI or relocation of the headquarters of VPI to a location
which is at least fifty (50) miles from VPI's current
headquarters;
(v) a failure to continue bonus, incentive, or other equity
plans, programs or arrangements, or Employee's participation
therein, on the same basis as to potential or targeted
amounts; or
(vi) a material breach by VPI of any agreement with Employee."
16. SEVERABILITY. In any portion of this Amendment is held invalid or
inoperative (including a determination by VPI's independent public accountants
in good faith that any provision of this Amendment would preclude "pooling of
interests" accounting), the other portions of this Amendment shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative.
17. ASSIGNMENT; BINDING EFFECT. Employee understands that he or she has been
selected for employment by VPI on the basis of Employee's qualifications,
experience and skills. Employee, therefore, shall not assign all or any portion
of Employee's performance under this Amendment. Subject to the preceding two (2)
sentences, this Amendment shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.
18. COMPLETE AGREEMENT. This Amendment, together with the Employment Agreement
(as amended hereby), supersedes any other agreements or understandings, written
or oral, between VPI and Employee, and Employee has no oral representations,
understandings or agreements with VPI or any of its officers, directors or
representatives covering the same subject matter as the Employment Agreement (as
amended hereby).
This written Amendment, together with the Employment Agreement (as
amended hereby) is the final, complete and exclusive statement and expression of
all the terms of the Employment Agreement, and it cannot be varied, contradicted
or supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Amendment, together with the Employment Agreement (as
amended hereby), may not be later modified except by a written instrument signed
by a duly authorized officer of VPI and Employee, and no term of this
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Agreement may be waived except by a written instrument signed by the party
waiving the benefit of such term.
19. GOVERNING LAW. This Amendment shall in all respects be construed according
to the laws of the State of Tennessee.
20. NOTICE. Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:
To VPI: ResortQuest International, Inc.
000 Xxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: General Counsel
To Employee: To the address specified below Employee's
name at the end of this Amendment.
Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party may
change the address for notice by notifying the other party of such change in
accordance with this paragraph 21.
21. THE EMPLOYMENT AGREEMENT. Except as expressly set forth herein, all
other provisions of the Employment Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
RESORTQUEST INTERNATIONAL, INC.
By:_______________________________________
/s/ Xxxx Xxxxx
Title
_______________________________________
Employee
Address:
_______________________________________
_______________________________________
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