EXHIBIT 10.6(d)
EMPLOYMENT AGREEMENT
BETWEEN INNKEEPERS USA TRUST
AND XXXX X. XXXXXX
THIS EMPLOYMENT AGREEMENT effective March 31, 1997, between
INNKEEPERS USA TRUST, a Maryland real estate investment trust (the "Company"),
and XXXX 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 Vice President, General Counsel, and
Secretary 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 Vice President,
General Counsel, and Secretary 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
March 31, 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 Company's President, Chief Executive Officer, and 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 $125,000.00,
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 also be subject to such increases as may be
approved by the Company's Board of Trustees, in its sole discretion. Such Base
Salary shall be paid in twenty-six (26) bi-weekly 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 the percentage
increase in Funds From Operations (as defined below, "FFO") per share over the
prior year, multiplied by the then current base salary. 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 depreciation and real estate
amortization, and after adjustments for unconsolidated partnerships and joint
ventures, as the same may be adjusted from
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time to time by the National Association of Real Estate Investment Trusts.
(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-sharing, 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.
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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 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
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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 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.
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(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:
(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
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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;
(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
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accrued vacation pay not yet paid by the Company; and
(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.
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(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) 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;
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(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
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.
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(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 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
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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.
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:
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To the Company: INNKEEPERS USA TRUST
Attn: Xx. Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
To the Executive: XXXX X. XXXXXX
000 Xxxxxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
15. ENTIRE AGREEMENT. This Agreement contained 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: _________________________________________
Xxxxxxx X. Xxxxxx
Title: Chairman of the Board, Chief
Executive Officer and President
EXECUTIVE:
By: _________________________________________
Xxxx 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 XXXX 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 5(a) of the Employment Agreement is hereby amended to
provide for an annual Base Salary in 2001 of $196,690, subject to increase in
each subsequent year of the Term as set forth in Section 5(a).
3. Section 6(a) of the Employment Agreement is hereby amended to delete
the second sentence thereof in its entirety and replace it with the following:
"The time allotted for such vacation shall be an aggregate of four (4)
weeks."
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.
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.
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THE COMPANY:
INNKEEPERS USA TRUST, a Maryland real estate
investment trust
By: ______________________
Xxxxxxx X. Xxxxxx
Its: Chairman of the Board, Chief Executive Officer
and President
EXECUTIVE:
___________________________
XXXX 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 XXXX X. XXXXXX ("Executive"), recites and provides as follows:
WHEREAS, the Company and Executive entered into an Employment Agreement
effective March 31, 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 $150,000.00, 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 $25,000 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 $25,000 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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(iv) 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: _______________________
Xxxxxxx X. Xxxxxx
Its: Chairman of the Board, Chief Executive Officer
and President
EXECUTIVE:
____________________________
XXXX X. XXXXXX
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