EXHIBIT 10.15
AMENDMENT NO. 1
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment No. 1 to Executive Employment Agreement (this "Amendment")
between Wyndham International, Inc., a Delaware corporation ("Employer"), and
Xxxxx X. Xxxxxxxx ("Executive") is made as of March 27, 2000, but effective as
of the time set forth in paragraph 7 below (the "Effective Time"). All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in that certain Executive Employment Agreement dated as
of August 18, 1999 but effective as of April 19, 1999 between Employer and
Executive (the "Employment Agreement").
WITNESSETH
WHEREAS, Executive presently serves as the Chairman and Chief Executive
Officer of Employer pursuant to the terms of the Employment Agreement; and
WHEREAS, the parties hereto desire to amend the terms of the Employment
Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto hereby agree as follows:
1. Amendment to Paragraph 2
The first sentence of paragraph 2 of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:
"During the Period of Employment, Executive shall serve as Chairman of the
Board of Employer, reporting to the Board. As Chairman of the Board,
Executive shall preside at all meetings of the stockholders of Employer and
of the Board and shall have such other powers and duties as Executive and
Employer may mutually agree. Upon execution of this Amendment, Executive
shall deliver a letter to the Board informing the Board that he intends to
continue to serve on the Executive Committee of the Board, but shall no
longer participate as an ex-officio member of the Audit, Compensation or
Capital Commitments Committees of the Board, unless requested by the Board
to do so."
2. Amendments to Paragraph 3
(a) The third sentence of subparagraph 3(b) of the Employment Agreement is
hereby amended and restated in its entirety as follows:
" "Employer EBITDA Achievement" is the degree to which the annual
budget established by Employer for earnings before interest, taxes,
depreciation and amortization is achieved, provided, however, in no
event shall the measurement of Employer EBITDA Achievement for
Executive differ from the measurement of
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Employer EBITDA Achievement used to determine incentive compensation
payable to the Chief Executive Officer of Employer."
(b) Subparagraph 3(l) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:
"(l) Office Space. During the Period of Employment and/or the time
period provided for in subparagraph 8(d)(2)(aa), at the option of
either the Executive or Employer, Executive's office space may be
located at premises other than Employer's primary offices, provided
such location and office space is reasonably acceptable to Executive
and Employer."
3. Amendments to Paragraph 7
Subparagraph 7(e) of the Employment Agreement is amended by inserting the
following at the beginning of clause (E) of the first sentence thereof:
"except as permitted by subparagraph 3(1) of this Agreement,"
Subparagraph 7(e) of the Employment Agreement is further amended by adding
the following to the end of such subparagraph:
"In addition to the foregoing provisions of this subparagraph 7(e),
Executive may at any time prior to the first anniversary of the Effective
Time of this Amendment, elect to terminate his employment hereunder for any
reason by delivering to Employer prior to such first anniversary a Notice
of Termination specifying such election, and such election shall constitute
"Good Reason" for all purposes of this Agreement."
4. Amendment to Paragraph 8
The second and third sentences of subparagraph 8(d) of the Employment
Agreement are amended and restated in their entirety as follows:
"Upon the Date of Termination, all unvested stock options and stock based
grants shall immediately vest and become exercisable, and Executive shall
have one (1) year from the Date of Termination, or the remaining option
term (not to exceed four (4) years), if later, to exercise the stock
options. For a period of three (3) years following the Date of Termination,
Employer shall (a) pay such health insurance premiums as may be necessary
to allow Executive and Executive's spouse and other dependents to receive
health insurance coverage substantially similar to coverage they received
prior to the Date of Termination; (b) pay all membership dues and
assessments (but not charges for goods and services) incurred by Executive
with respect to his country club membership at Preston Trails Golf Club or
its equivalent selected by Executive, (c) provide Executive with a company
car or allowance therefor, which car or allowance shall be for, or
sufficient for, a BMW 750i or equivalent selected by Executive; (d) pay
premiums on, and maintain in effect during such three year period, a life
insurance policy on the life of Executive in an amount of not less than
$2,000,000.00, with the beneficiary of such policy being designated by
Executive; and (e) pay such long-term disability insurance
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premiums as may be necessary to allow Executive to receive long-term
disability insurance coverage during such three-year period substantially
similar to the coverage he received prior to the Date of Termination
pursuant to subparagraph 3(j) hereof."
5. Amendment to Paragraph 13
The second sentence of subparagraph 13(d) is amended by adding the
following to the end of such sentence:
"provided, however, that if Executive terminates his employment for Good
Reason or Employer terminates Executive's employment without Cause, then
the due date of any loans made pursuant to the Master Note that are
outstanding on the Date of Termination shall be extended by two years,
provided that there shall not be any Event of Default (as defined in the
Master Note) on the Date of Termination."
6. Endorsements to Notes
Upon effectiveness of this Amendment, Employer and Executive shall execute
endorsements in the forms attached hereto as Exhibits A and B,
respectively, to the Amended Original Note and the Master Note and shall
attach such endorsements to the respective notes. Upon such execution and
attachment, all references in the Employment Agreement to the Amended
Original Note and the Master Note shall be deemed to include the amendments
to such notes as provided in the endorsements.
7. Effective Time
This Amendment shall be subject to and become effective upon execution
following approval of this Amendment by the Board.
8. Press Releases
Employer shall not issue any press release relating to the change in
Executive's position as provided in this Amendment No. 1 without the prior
approval of Executive, which approval shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties have executed this Agreement, as of the
date first written above, to be effective as of the Effective Time.
WYNDHAM INTERNATIONAL, INC.
By: /S/ XXXXX X. XXXXXXXX
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Its: Executive Vice President - General Counsel
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/S/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
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Exhibit A
AMENDED ORIGINAL NOTE
ENDORSEMENT NO. 1
March 27, 2000
That certain Amended Original Note No Personal Liability Nonrecourse
Promissory Note ("Amended Original Note") dated April 19, 1999 made by Xxxxx X.
Xxxxxxxx payable to Wyndham International, Inc., a Delaware corporation, in the
original principal amount of $5,769,861.00, to which this Amended Original Note
Endorsement No. 1 is attached, is hereby amended as follows:
1. Amendment to Paragraph 1(b). Paragraph 1(b) of the Amended Original
Note is hereby amended and restated in its entirety as follows:
"(b) Employment Agreement. The term "Employment Agreement" shall
mean the Executive Employment Agreement between Maker and Payee, as
amended by Amendment No. 1 thereto effective as of the date of this
Amended Original Note Endorsement No. 1."
2. Amendment to Paragraph 3. Paragraph 3 of the Amended Original Note is
hereby amended by adding the following to the end of such paragraph:
"Notwithstanding the foregoing, if Maker shall terminate his
employment with Payee for "Good Reason" (as such term is defined in
subparagraph 7(e) of the Employment Agreement) pursuant to the last
sentence of subparagraph 7(e) of the Employment Agreement, then (a)
this Note shall remain due and payable on demand through the third
anniversary of the Date of Termination, and (b) provided that demand
has not been made prior to such third anniversary and provided that an
Event of Default does not thereafter occur, then the principal balance
and accrued interest on this Note shall become due and payable on
April 19, 2006. Notwithstanding the foregoing, if at any time there
shall occur an Event of Default, Payee, at its option, shall have the
right to accelerate the maturity of the entire unpaid principal
balance and accrued interest on this Note as provided in paragraph 5
below."
/S/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
WYNDHAM INTERNATIONAL, INC.
By: /S/ XXXXX X. XXXXXXXX
-------------------------------------------------
Its: Executive Vice President - General Counsel
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Exhibit B
MASTER NOTE ENDORSEMENT NO. 1
March 27, 2000
That certain Master Note ("Master Note") made by Xxxxx X. Xxxxxxxx payable
to Wyndham International, Inc., a Delaware corporation, to which this Master
Note Endorsement No. 1 is attached, is hereby amended as follows:
1. Amendment to Paragraph 1(c). Paragraph 1(c) of the Master Note is
hereby amended and restated in its entirety as follows:
"(c) Employment Agreement. The term "Employment Agreement"
shall mean the Executive Employment Agreement made as of August 18,
1999, between Maker and Payee, as amended by Amendment No. 1 thereto
effective as of the date of this Master Note Endorsement No. 1."
2. Amendment to Paragraph 3. Paragraph 3 of the Master Note is hereby
amended by inserting the following sentence after the first sentence
of such paragraph:
"Notwithstanding the foregoing, if (a) Maker shall terminate his
employment with Payee for "Good Reason" (as such term is defined in
subparagraph 7(e) of the Employment Agreement) or Payee shall
terminate Maker's employment without "Cause" (as such term is defined
in subparagraph 7(c) of the Employment Agreement) and (b) at the Date
of Termination (as defined in the Employment Agreement) there shall
not be any Event of Default (as defined in paragraph 4 below), then
the date on which the entire principal balance and accrued interest on
this Note shall become due and payable shall be extended to the sixth
anniversary of the date of the concerned principal advance, rather
than the fourth anniversary thereof as set forth in the preceding
sentence."
/S/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
WYNDHAM INTERNATIONAL, INC.
By: /S/ XXXXX X. XXXXXXXX
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Its: Executive Vice President - General Counsel
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