PROMUS HOTEL CORPORATION
EX-10.1
September 1, 1997
Employee Name & Address
Re: Severance Agreement Amendment
Dear :
In connection with the execution by Promus Hotel Corporation (the "Company")
of that certain Agreement and Plan of Merger, dated as of September 1, 1997, by
and among the Company, Doubletree Corporation and Parent Holding Corp. (the
"Merger Agreement"), and in consideration of the Company's entering into that
certain Merger Severance Agreement (the "Merger Severance Agreement"), dated
concurrently herewith, with you, you and the Company hereby agree to amend your
Severance Agreement (the "Severance Agreement") dated as of June 30, 1995, as
follows, effective as of September 1, 1997.
1. Notwithstanding any provision of the Severance Agreement to the
contrary, neither the merger of the Company with a subsidiary of
Parent Holding Corp. nor any other transaction entered into by the
Company or any other person pursuant to the Merger Agreement or in
connection with any transaction contemplated thereunder shall
constitute a "Change in Control of the Company," as defined in Section
2(a) of the Severance Agreement.
2. Notwithstanding any provision of the Severance Agreement to the
contrary, neither the execution by the Company of the Merger Agreement
nor any other action taken by the Company or any other person pursuant
to the Merger Agreement or in connection with any transaction
contemplated thereunder shall constitute a "Potential Change in
Control of the Company," as defined in Section 2(b) of the Severance
Agreement.
3. Notwithstanding any provision of the Severance Agreement to the
contrary, the Severance Agreement shall terminate and be of no further
effect immediately upon the closing of the "Promus Merger," as defined
in the Merger Agreement.
4. Clause (viii) of Section 2(c) shall be renumbered as clause (ix), all
references to such clause in the Severance Agreement shall be changed
to refer to such clause (ix) and the following clause (viii) shall be
added after clause (vii) of Section 2(c): "(viii) A termination by you
for any reason (including, without limitation, Retirement, as defined
in Section 3(a) during the thirty (30) day period immediately
following the first (1st) anniversary of the consummation of a Change
in Control of the Company;"
5. Clause (ii) of Section 4(c) shall be amended and restated as follows:
"In lieu of any further salary payments to you for periods subsequent
to the Date of Termination, the Company shall pay as severance pay to
you a lump sum severance payment (the "Severance Payment") equal to
three times the sum of (a) your annual base salary as in effect (x)
immediately prior to the Change in Control of the Company or (y) on
your Date of Termination, whichever is greater, and (b) the average of
the bonus payments paid to you by Promus Hotel Corporation, its
affiliates or its predecessors under its or their Annual Management
Bonus Plan for the three (3) years immediately prior to (x) the date
of the Change in Control of the Company or (y) your Date of
Termination, whichever is greater. The amount of such annual base
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salary and bonus payments shall be determined without regard to any
reduction for any deferrals of such salary or bonus under any deferred
compensation plan (qualified or unqualified) and without regard to any
reduction for any salary reductions used for making contributions to
any group insurance plan of the Company, its affiliates or its
predecessors and shall take into account salary and bonus payments
made to you by The Promus Companies Incorporated or its affiliates for
periods prior to the commencement date of your employment with the
Company. If you have been employed by the Company, its affiliates or
its predecessors for less than three (3) years as of the date of the
Change in Control of the Company or your Date of Termination, as the
case may be, your average bonus payments shall be determined based on
the period of your employment by the Company, its affiliates and
predecessors. The sum of your annual base salary and average bonus
determined hereunder is hereinafter referred to as your "Annual
Compensation".
6. The introductory clause of Section 4(f) shall be amended and restated
as follows:
"(f) Notwithstanding that a Change in Control shall not have yet
occurred, if you so elect, by written notice to the Company given at
any time after the occurrence of a Potential Change in Control of
the Company and prior to the time such amounts are otherwise payable
to you:"
7. In no event shall you receive Severance Payments under both your
Severance Agreement and your Merger Severance Agreement. In the event
that you become entitled to receive severance payments or other
benefits under both your Severance Agreement and under your Merger
Severance Agreement, you may elect under which of such agreements your
payments and benefits shall be determined by filing a written election
with the Company at any time before you receive your first severance
payment under either of such agreements. If you agree to the terms of
this amendment to your Severance Agreement, kindly sign and return to
the Company the enclosed copy of this letter, which shall then
constitute our binding agreement to amend your Severance Agreement.
Very truly yours,
Promus Hotel Corporation
By:
-----------------------
Name:
Title:
Agreed:
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