EXHIBIT 10.24
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of November 29,
2004 (this "AMENDMENT"), amends the Employment Agreement (the "Agreement"),
dated as of November 4, 1996, between Xxxxxx X. Xxxxxx ("RWB") and Xxxxxx
Lodging Company ("BLC").
WHEREAS, Section 4(a) of the Agreement provides that BLC will arrange
for certain split dollar life insurance on behalf of RWB;
WHEREAS, BLC has procured two split dollar life insurance policies in
the name of RWB;
WHEREAS, the Xxxxxxxx-Xxxxx Act, enacted in July of 2002, prohibited
the company from making loans to its executive officers;
WHEREAS, a split dollar life insurance policy procured for an executive
by his employer may be considered to be a loan;
WHEREAS, RWB and BLC have agreed to amend the Agreement to provide RWB
with compensation and benefits in lieu of the original split dollar insurance
features of the Agreement;
NOW THEREFORE, RWB and BLC agree as follows:
1. Amendment to Section 4(a) of the Agreement. BLC shall no longer be
obligated, pursuant to Section 4(a) of the Agreement, to arrange for the life
insurance benefits described therein and on Exhibit B to the Agreement. RWB will
cause the holder of the Metropolitan Life Insurance Co. Policy (the "ML Policy")
to surrender the policy and BLC shall be entitled to the cash surrender value
with respect thereto. RWB will cause the Guardian Insurance Company Policy (the
"Guardian Policy") to be transferred to BLC or its designee and BLC shall
maintain and pay the premiums for such cash value policy(s) or like policy(s)
for RWB with a minimum death benefit in the amount of $4,000,000 (the
"Replacement Policy(s)"). Following transfer to BLC, BLC will repay the
outstanding loans against the Guardian Policy. RWB shall have the right to
require BLC to surrender or cancel the Replacement Policy(s) at any time. BLC
shall have the right to surrender or cancel the Replacement Policy(s) at any
time following RWB's cessation of his employment with the Company. In the event
the Replacement Policy(s) is surrendered or canceled, RWB will be entitled to
receive the excess of the surrender value of the Replacement Policy(s) less
premiums paid by BLC with respect to the Replacement Policy(s) and BLC shall
have no future obligation to fund premiums for any insurance policy.
2. BLC Agreements. In consideration of RWB's agreement to cause the
transfer of the cash surrender value of the ML Policy to BLC, to modify the
terms relating to the Guardian Policy and the other agreements made hereunder,
BLC agrees to (i) make a one-time payment to RWB in the amount of $416,000 and
(ii) increase RWB's annual base salary, effective as of January 1, 2005, by
$40,000.
3. Entire Agreement. This Amendment shall be valid upon signature by
both of the parties hereto and, when combined with the Agreement, including
Exhibits thereto, shall constitute the entire Agreement, and fully supersedes
all prior agreements and understandings between the parties pertaining to such
subject matter.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio.
5. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original with the same effect
as if the signatures thereto and hereto are upon the same instrument, and shall
be effective as of the date first above written.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the date first above written.
Xxxxxx X. Xxxxxx Xxxxxx Lodging Company
By: Xxxxxxx X. Xxxxx
Its: President
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
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