Exhibit 10.16
March 1,2001
Xx. Xxxxx X. Xxxxxxxx
0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Dear Xxx:
This letter agreement (the "Agreement") confirms the agreement that we have
reached regarding the termination of your employment with Wyndham International,
Inc. ("WII") and its respective related and affiliated entities (collectively,
the "Companies").
The purpose of this Agreement is to establish a mutually agreeable
arrangement for ending your employment. This Agreement does not constitute and
should not be construed as an admission by the Companies that they have in any
way violated any legal obligation that they owe to you or to any other person or
as an admission by you that you have in any way violated any legal obligation
that you owe to the Companies or to any other person. To the contrary, the
panics' willingness to enter into this Agreement demonstrates that they are
continuing to deal with each other fairly and in good faith.
With those understandings and in exchange for the promises set forth below,
you and the Companies agree as follows:
1. Termination. You and WII hereby acknowledge that, subject to the
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provisions of this Agreement, you resigned your position as Chairman of the
Board of WII effective October 13, 2000. Any offices, board of director seats or
affiliations that you held with any of the Companies terminated as of October
13, 2000, other than your seat as a director of WII and any memberships you may
have on committees of the Board of Directors of WII. Notwithstanding the
foregoing, for purposes of determining your compensation and other benefits
payable to you pursuant to the Executive Employment Agreement dated as of August
18, 1999 but effective as of April 19, 1999, between you and WII, as amended by
Amendment No. 1 (the "Amendment") to Executive Employment Agreement dated as of
March 27, 2000 (as so amended, the "Employment Agreement"), the date of
termination of your employment wit WII shall be deemed to be December 31, 2000
(the "Date of Termination"). You and WII acknowledge and agree that your
termination from employment is a termination for "Good Reason." and that you
complied with the "Good Reason Process" following a "Good Reason Event" as such
three terms are defined in Subparagraph 7(e) of the Employment Agreement.
2. Compensation and Benefits.
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(a) Accrued and Unpaid Base Salary: Unused Vacation. Any accrued and
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unpaid base salary was paid to you on or before January 10, 2001. You and
WII agree that you have four weeks of accrued and unused vacation for which
you will be paid
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 2
$48,000 on or before March 10, 2001, if such amount has not been paid to
you prior to the date of this Agreement.
(b) Incentive Compensation. You and WII agree that for purposes of
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computing your Incentive Compensation (as defined in the Employment
Agreement) for 2000, the measurement of Employer EBITDA Achievement (as
defined in the Employment Agreement) for 2000 for you shall not differ from
the measurement of Employer EBITDA Achievement used to determine the
incentive compensation for 2000 for the Chief Executive Officer of WII. You
also agree that you shall, at the time of receipt of same, pay to WII as
payment on the Master Note (as defined in the Employment Agreement) to the
extent such Master Note is then unpaid, twenty-five percent (25%) of the
after tax Incentive Compensation paid to you. For purposes of computing
such after tax Incentive Compensation, you will be deemed to pay federal
income taxes at the 39.6% marginal rate (or such higher rate, if any, as is
the highest federal marginal rate for 2001 at the time of payment) and to
pay no state or local taxes with respect thereto. Within ten (10) days
after the date WII determines actual bonuses for 2000, WII will pay you any
Incentive Compensation for 2000 to which you may be entitled, provided that
WII may set-off against such payment up to 25% of the after tax amount of
such Incentive Compensation to the extent the Master Note is then unpaid.
You acknowledge that WII has paid you all of the Incentive Compensation for
2000 to which you are entitled pursuant to this Paragraph 2(c), consisting
of $936,000 which was paid to you in January 2001.
(c) Severance. WII will pay you or your estate a severance amount
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(the "Severance Amount") of $4,365,000, subject to your continuing strict
adherence to the provisions of Paragraphs 5 and 6 of the Employment
Agreement. You acknowledge and agree that the timely payment of this
Severance Amount fully and completely satisfies the Companies' obligation
to pay your severance under Paragraph (8)(d)(l) of the Employment
Agreement. The Severance Amount shall be reduced by applicable withholdings
and shall be payable without notice or demand in 36 equal monthly
installments on the last day of each month, commencing January 31, 2001. In
the event that you commence any employment as an employee during the period
from October 13, 2000 through December 31, 2002, WII shall be entitled to
set-off against any remaining installments of the Severance Amount (1) the
lesser of (x) $312,000 or (y) 50% of all sums paid to you as base
compensation for such new employment (but not as incentive or other
compensation) during the period from October 13, 2000 through December31,
2001, and (2) the lesser of (x) $156,000 or (y) 25% of all sums paid to you
as base compensation for such new employment (but not as incentive or other
compensation) during the period from January 1, 2002 through December31,
2002. You shall provide WII prompt notice of any new employment and cash
base compensation received during the period from October 13, 2000 through
December 31, 2002.
You acknowledge that on January 31, 2001, WII paid you the first
installment of the Severance Amount, consisting of $121,250 (less
applicable withholding) and on
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 3
February 28, 2001, WII paid you the second installment of the Severance
Amount, consisting of $121,250 (less applicable withholding). Not later
than March 1, 2001, WII shall deposit the remaining unpaid gross Severance
Amount (including withholding) of $4,122,500 into escrow with Bank One
Texas NA (the "Escrow Agent") pursuant to that certain Escrow Agreement
being executed contemporaneously with this Agreement by and among WII,
Executive and the Escrow Agent (the "Escrow Agreement"). Upon such deposit,
the Severance Amount shall be paid to you in accordance with the terms of
the Escrow Agreement. It is expressly understood and agreed, however, that
the Escrow Agreement does not supersede the parties' rights and obligations
under this Agreement, including those set forth below:
(i) Withholdings. When installments of the Severance Amount are
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paid to you, the Escrow Agent shall remit to WII the applicable
federal and state, if any, withholdings on such employment earnings
(in such amounts as WII shall from time to time inform the Escrow
Agent and you) and WII shall pay such withheld amounts over to the
appropriate taxing authorities.
(ii) Taxation of Unpaid Amounts. If you reasonably determine
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that federal income taxes are due on unpaid portions of the Severance
Amount, you may, as specified in the Escrow Agreement, deliver a
notice to the Escrow Agent and shall on the same date deliver a copy
of such notice to WII notifying them of such determination and the
amount of taxes due, whereupon the Escrow Agent shall on the eleventh
day following receipt of such notice make payment to you of a portion
of the Severance Amount equal to the amount of such income taxes and
such advance payment shall be offset against any future payments of
the Severance Amount; provided, however, that if WII objects to such
determination by, as specified in the Escrow Agreement, delivering
notice of its objection to the Escrow Agent (with a copy to you)
within the ten days after the Escrow Agent's receipt of your notice,
then the Escrow Agent shall suspend such advance payment of the
Severance Amount unless and until (x) you and WII agree on the amount,
if any, of such advance payment and deliver a notice of such agreement
to the Escrow Agent, or (y) such dispute is settled pursuant to the
arbitration procedures set forth in Paragraph 10 hereof, whereupon
such advance payment, if any, of the Severance Amount shall be made in
accordance with such arbitration award.
(iii) Set-Off for other Employment. If WII is entitled to set off
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against remaining installments of the Severance Amount base
compensation received by you from other employment as provided in
Paragraph 2(c) hereof and WII so elects to reduce the amount of the
Severance Payment by such set-off, WII shall, as specified in the
Escrow Agreement, deliver notice of such reduction to the Escrow Agent
and shall on the same date deliver a copy of such notice to you,
whereupon effective on the eleventh day following the delivery of such
notice any subsequent installments of the Severance Amount payable to
you shall be so
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 4
reduced and at the time of payment of such installments, the amount
that has been set-off shall be paid by the Escrow Agent to WII;
provided, however, that if you object to such reduction by, as
specified in the Escrow Agreement, delivery of notice of your
objection to the Escrow Agent (with a copy to WII) within the ten days
after the Escrow Agent's receipt of WII's notice of reduction, then
the Escrow Agent shall suspend further payments of the portion of the
installments of the Severance Amount equal to the reduction specified
in the notice by WII unless and until (x) you and WII agree on the
amount, if any, of such reductions and deliver a notice of such
agreement to the Escrow Agent, or (y) such dispute is settled pursuant
to the arbitration procedures set forth in Paragraph 10 hereof,
whereupon payment of the amount of such reduction shall be made in
accordance with such arbitration award.
(iv) Breach of Employment Agreement. If WII is entitled to
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terminate the payment of any further installments of the Severance
Amount due to a breach by you of Paragraph 5 or Paragraph 6 of the
Employment Agreement, and WII so elects to terminate the payment of
any further installments, WII shall, as specified in the Escrow
Agreement, deliver notice of such termination to the Escrow Agent and
shall on the same date deliver a copy of such notice to you, whereupon
on the eleventh day following the delivery of such notice, the
Severance Amount shall be terminated and all funds held by the Escrow
Agent pursuant to the Escrow Agreement shall be returned to WII;
provided, however, that if you object to such termination by, as
specified in the Escrow Agreement, delivering notice of your objection
to the Escrow Agent (with a copy to WII) within the ten days after the
Escrow Agent's receipt of WII's notice of termination, then the Escrow
Agent shall suspend further payments of installments of the Severance
Amount unless and until (x) you and WII reach a resolution with
respect to such termination and deliver a notice of such resolution to
the Escrow Agent, or (y) such dispute is settled pursuant to the
arbitration procedures set forth in Paragraph 10, whereupon payments
of the Severance Amount shall be made in accordance with such
arbitration award.
(v) Interest on Unpaid Amounts. The prevailing party in any
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arbitration proceeding pursuant to this Paragraph 2(c) shall be
entitled to interest on any payments that were not paid when due from
the due date at a rate equal to the lesser of 18% per annum or the
maximum lawful rate. If you are the prevailing party in such
arbitration, the interest provided herein shall be in lieu of, and not
in addition to, the interest provided for in the last sentence of
Paragraph 18 of the Employment Agreement.
(d) Effect of Termination on Equity Grants. You and WII understand
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and acknowledge that on the Date of Termination all stock options and
stock-based grants shall immediately vest and become exercisable and you
shall have one year from December 31, 2000 or the remaining option term
(not to exceed four years), if later, to
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
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exercise the stock options. Your rights with respect to any vested stock
options and other vested stock-based awards granted to you by the Companies
shall survive the Date of Termination in accordance with and upon the terms
provided in the employee stock option or incentive plan or any agreement or
other instrument attendant thereto pursuant to which such options or awards
were granted.
(e) Health/Dental/Vision Benefits. Until December 31, 2003, WII shall
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pay such health insurance premiums as may be necessary to allow you, your
spouse and other dependents to receive health insurance coverage
substantially similar to that provided to you by WII as of October 12,
2000. WII may satisfy its obligations hereunder by allowing you to
participate at WII's expense in WII's existing group health, dental and
vision plans. Nothing herein shall be construed to affect your or your
dependants' rights to receive continuation coverage under WII's group
health, dental and vision plans to the extent authorized by and consistent
with 29 U.S.C. (~) 1161 et seq. (commonly known as "COBRA") and applicable
group health, dental and vision plan terms.
(f) Membership Dues. Until December31, 2003, WII will pay all
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membership dues and assessments (but not charges for goods and services)
incurred by you wit respect to your country club membership at Preston
Trails Golf Club or an equivalent country club selected by you.
(g) Automobile. Until December31, 2003, WII shall provide you, on the
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same terms and conditions as in effect on October 12, 2000, with a company
car or allowance therefor consisting of a BMW 750i or equivalent selected
by you.
(h) Life Insurance. Until December 31, 2003 or your earlier death,
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WII shall maintain in effect and pay the premiums on, a life insurance
policy on your life in the amount of $2,000,000.00. You shall have the
right to designate the beneficiary of such policy.
(i) Disability Insurance. Until December31, 2003 or your earlier
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death, WII shall maintain in effect and pay the premiums on, a long-term
disability insurance policy providing coverage for you substantially
similar to the coverage you were receiving as of October 12, 2000.
(j) Office Space: Assistant. Until December 31, 2003, WII at its
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expense will provide you with an office, all reasonable occupancy expenses
associated therewith, a parking space therefor, related telephone and
telefax facilities, and an assistant (Xxxxxx Xxxxxx, or her replacement
reasonably approved by you) at the location of your current office. So long
as Xxxxxx Xxxxxx is your assistant during such period, her monthly parking
fee at such location shall not exceed $25.00. If the finish out by WII of
your current office space is taxable compensation to you for federal income
tax purposes, then WII will pay to you an amount (the "Gross-Up Payment")
such that after payment by you of the federal income tax imposed on the
Gross-Up Payment, you retain an amount of the
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
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Gross-Up Payment equal to the federal income tax paid by you on such
compensation for such finish out.
(k) Outplacement. For a period of one year after December 31, 2000,
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WII shall pay for the cost of executive outplacement services selected by
you for use in connection with obtaining alternate employment.
(l) Tax Preparation. Until December 31, 2005, WII shall provide
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reasonable assistance and support to you or your estate as you or your
estate shall reasonably require with the preparation and filing of tax
returns, statements and forms insofar as such returns, statements or forms
relate to your employment or other association with the Companies or any of
their respective predecessors or affiliates. At the election of WII or you,
such assistance and support shall be provided by either WII tax personnel
or certified public accountants selected and compensated by WII.
(m) Promissory Notes. The Amended Original Note and the Master Note
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(each as defined in the Employment Agreement) shall continue in full force
and effect in accordance with their respective terms, provided, that you
may, if you so elect, at any time and from time to time, upon providing
reasonable advance notice to WII and entering into documentation reasonably
satisfactory to WII evidencing such substitution of collateral, substitute,
one share for one share, other shares of Class A Common Stock, par value
5.01 per share (the "Class A Common Stock"), of WII, for the shares of
Class A Common Stock that are currently held as "Collateral" for the
Amended Original Note (it being acknowledged such shares currently being
held formerly represented paired shares of the common stock of WII and
Patriot American Hospitality, Inc.). As provided in Paragraph 2(b), you
shall, at the time of receipt of same, pay to WII as payment on the Master
Note (but not on the Amended Original Note) to the extent such Master Note
is unpaid, twenty-five percent (25%) of the after tax Incentive
Compensation paid to you for 2000 pursuant to Paragraph 2(b) hereof. In
addition, you shall, at the time of receipt of same, pay to WII as payment
on the Master Note to the extent such Master Note is then unpaid, a total
of fifty percent (50%) of any after tax gain resulting from the exercise of
options under the Option Agreement (as defined in the Employment
Agreement). For purposes of computing the after tax gain on any such
exercise, you will be deemed to pay federal income taxes at the highest
marginal rate of federal taxation in effect at the time of exercise for the
applicable calendar year and state and local taxes at the highest marginal
rates of taxation in the state and locality where taxes thereon are
lawfully due, net of the maximum reduction (if any) in federal income taxes
that could be obtained from deduction of deductible state and local taxes.
(n) Indemnification. WII hereby agrees to forever indemnify you in
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your capacity as a director of WII and Previous Employer (as defined in the
Employment Agreement) to the extent set forth in the Agreement of
Ratification and Renewal of Indemnification dated April 19, 1999 between
WII and you (the "Indemnification Agreement"), which indemnity shall
survive any termination of the Indemnification Agreement.
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 7
(o) Other Benefits. Except as expressly provided above, your
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eligibility to participate in any of the Companies' respective employee
benefit plans and programs ceases on or after the Date of Termination in
accordance with the terms and conditions of each of those benefit plans and
programs and your rights to benefits under any of the employee benefit
plans and programs, if any, are governed by the terms and conditions of
each of those employee benefit plans and programs; provided, however, that
at all future dates, you shall be provided with rights and benefits under
WII's Property Usage Policy comparable to the standard rights and benefits
provided under such policy to directors who are currently serving on the
Board of Directors of WII.
3. Release of Claims. So long as the Companies timely recognize and honor
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the agreements made herein, you voluntarily and irrevocably release and
discharge the Companies, their related or affiliated entities, and their
respective predecessors, successors, and assigns, (including but not limited to
Patriot American Hospitality, Inc. ("PAHI")), and the current and former
officers, directors, shareholders, employees, and agents of each of the
foregoing (any and all of which are referred to as "Releasees") generally from
all charges, complaints, claims, promises, agreements, causes of action,
damages, arid debts that relate in any manner to your employment with or
services for the Companies, known or unknown ("Claims"), which you have, claim
to have, ever had, or ever claimed to have had against any of the Releasees
through the date on which you execute this Agreement SAVE AND EXCEPT for
indemnification pursuant to the Indemnification Agreement. This general release
of Claims includes, without implication of limitation, all Claims for or related
to: the Employment Agreement; the compensation provided to you by the Companies;
your termination as described in Paragraph 1; wrongful or constructive
discharge; breach of contract; breach of any implied covenant of good faith and
fair dealing; tortious interference with advantageous relations; intentional or
negligent misrepresentation, fraud or deceit; infliction of emotional distress,
and unlawful retaliation or discrimination under the common law or any federal,
state or local statute or law (including, without implication of limitation, the
Employee Retirement Income Security Act, Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the Age Discrimination in Employment
Act, Tex. Lab. Code Sections 21.001, et seq., and Tex. Hum. Res. Code Sections
12 1.001, et seq.). You also waive any Claim for reinstatement, severance,
incentive or retention pay (except as expressly provided in this Agreement),
attorney's fees, or costs, relating to the above waived Claims. This Paragraph 3
does not release any claim for non-performance or breach after the date hereof
of this Agreement.
You agree that you will not hereafter pursue any Claim against any Releasee
by filing a lawsuit in any local, state or federal court for or on account of
anything which has occurred up to the present time as a result of your
employment, and you shall not seek reinstatement with, or damages of any nature,
severance, incentive or retention pay, attorney's fees, or costs from the
Companies or any of the other Releasees.
4. Employment Agreement. This Agreement supersedes all provisions of the
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Employment Agreement other than Paragraphs 5 (Unauthorized Disclosure), 6
(Covenant Not to Compete), 9 (Parachute Payment), 10 (Notice), 12 (Tag Along and
Piggyback Rights), 13
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
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(Loans), 14 (Miscellaneous), 15 (Validity), 16 (Counterparts), 17 (No
Mitigation), 18 (Arbitration; Other Disputes), 19 (Third-Party Agreement and
Rights), 20 (Legal Fees), 21 (Litigation and Regulatory Cooperation) and 22
(Conflicts), or of Paragraphs 6 and 7 of the Amendment. The provisions of all
the above-referenced paragraphs are incorporated herein by reference and shall
continue to bind the Companies and you in accordance with their respective
terms.
5. Return of Property. All documents, records, material and all copies of
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any of the foregoing pertaining to Confidential Information (as defined in
Paragraph 5(a) of the Employment Agreement), and all software, equipment, and
other supplies, whether or not pertaining to Confidential Information, that have
come into your possession or been produced by you in connection with your
employment with WII or any of the Companies ("Property") have been and remain
the sole property of the Companies. You shall return all Property to the
Companies on or before the Date of Termination or as soon thereafter as you
become aware that such Property is in your possession. In no event should this
provision be construed to require you to return to the Company any document or
other materials concerning your remuneration and benefits during your employment
with the Companies or your IBM Thinkpad or the computer to be used by your
assistant at the location of your current office or any materials in your
possession in your capacity as a director (including as a member of any
committee of the board of directors) of WII.
6. Additional Representations. Warranties and Covenants. As a material
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inducement to the Companies to enter into this Agreement, you represent, warrant
and covenant as follows:
(a) You have not assigned to any third party any Claim released by
this Agreement.
(b) You have not heretofore filed with any agency or court any Claim
released by this Agreement.
7. Further Assurances. Upon the terms and subject to the conditions
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herein provided, each of the panics hereto agrees to use its reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
8. Exclusivity. This Agreement sets forth all the consideration to which
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you are entitled from the Companies by reason of your termination and your
duties for the Companies while employed, and you agree that you shall not be
entitled to or eligible for any payments or benefits under any other Company
severance, bonus, retention or incentive policy, arrangement or plan except to
the extent provided for herein or as determined by the Board of Directors of
Will with respect to your service as a director.
9. Tax Matters. All payments and other consideration provided to you
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pursuant to this Agreement shall be subject to any deductions, withholding or
tax reporting that the
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 9
Companies reasonably determine to be required for tax purposes, provided,
however, that such withholding shall not reduce the gross Severance Amount
deposited with the Escrow Agent.
10. Arbitration of Disputes. Any controversy or claim arising out of or
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relating to this Agreement or the breach hereof shall, to the fullest extent
permitted by law, be settled by arbitration in accordance with Paragraph 18 of
the Employment Agreement. This Paragraph 10 shall be specifically enforceable.
Notwithstanding the foregoing, this Paragraph 10 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Paragraph 10.
11. Consent to Jurisdiction. To the extent that any court action is
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permitted consistent with or to enforce Paragraph 10 of this Agreement, the
parties hereby consent to the jurisdiction of the state and federal courts in or
for Dallas County, Texas. Accordingly, with respect to any such court action,
you and the Companies (a) submit to the personal jurisdiction of such courts;
(b) consent to service of process; and (c) waive any other requirement (whether
imposed by statute, rule of court, or otherwise) with respect to personal
jurisdiction or service of process.
12. Notices. Acknowledgements and Other Terms.
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(a) You are advised to consult with an attorney before signing this
Agreement.
(b) You acknowledge and agree that WII's promises in this Agreement
constitute consideration in addition to anything of value to which you are
otherwise entitled by reason of the termination of your employment.
(c) By signing this Agreement, you acknowledge that you are doing so
voluntarily and knowingly, fully intending to be bound by this Agreement.
You also acknowledge that you are not relying on any representations by the
Companies or any representative of the Companies concerning the meaning of
any aspect of this Agreement. You understand that this Agreement shall not
in any way be construed as an admission by the Companies of any liability
or any act of wrongdoing whatsoever by the Companies against you and that
the Companies specifically disclaim any liability or wrongdoing whatsoever
against you on the part of themselves and their respective officers,
directors, shareholders, employees and agents. You understand that if you
do not enter into this Agreement and bring any claims against the
Companies, the Companies will dispute the merits of those claims and
contend that they acted lawfully and for good business reasons with respect
to you.
(d) You acknowledge that you have been given the opportunity, if you
so desired, to consider this Agreement for twenty-one (21) days before
executing it. If not signed by you and returned to the General Counsel of
WII so that it is received by close of business on the twenty-second (22nd)
day after your receipt of the Agreement, this Agreement will not be valid.
In addition, if you breach any of the conditions of the Agreement within
the
Xx. Xxxxx X. Xxxxxxxx
March 1, 2001
Page 10
twenty-one (21) day period, the offer of this Agreement will be withdrawn
and your execution of the Agreement will not be valid. In the event that
you execute and return this Agreement within twenty-one (21) days or less
of the date of its delivery to you, you acknowledge that such decision was
entirely voluntary and that you had the opportunity to consider this letter
agreement for the entire twenty-one (21) day period. The Companies
acknowledge that for a period of seven (7) days from the date of the
execution of this Agreement, you shall retain the right to revoke this
Agreement by written notice delivered to the General Counsel of WII before
the end of such period, and that this Agreement shall not become effective
or enforceable until the expiration of such revocation period (the
"Effective Date").
(e) In the event of any dispute, this Agreement will be construed as
a whole, will be interpreted in accordance with its fair meaning, and will
not be construed strictly for or against either you or the Companies.
(f) The law of the State of Texas will govern any dispute about this
Agreement, including any interpretation or enforcement of this Agreement.
(g) In the event that any provision or portion of a provision of this
Agreement shall be determined to be illegal, invalid or unenforceable, the
remainder of this Agreement shall be enforced to the fullest extent
possible and the illegal, invalid or unenforceable provision or portion of
a provision will be amended by a court of competent jurisdiction to reflect
the parties' intent if possible. If such amendment is not possible, the
illegal, invalid or unenforceable provision or portion of a provision will
be severed from the remainder of this Agreement and the remainder of this
Agreement shall be enforced to the fullest extent possible as if such
illegal, invalid or unenforceable provision or portion of a provision was
not included.
(h) This Agreement may be modified only by a written agreement signed
by you and an authorized representative of WII.
(i) This Agreement and the Escrow Agreement constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements between the parties with respect to any
related subject matter, except as provided in Paragraph 4 hereof and except
for the Amended Original Note, the Master Note, the Option Agreement and
the Indemnification Agreement which remain in effect in accordance with
their respective terms, except as amended by this Agreement.
(j) This Agreement shall be binding upon each of the parties and upon
their respective heirs, administrators, representatives, executors,
successors and assigns and shall inure to the benefit of each party and to
their heirs, administrators, representatives, executors, successors, and
assigns.
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March 1, 2001
Page 11
If you agree to these terms, please sign and date below and return this
Agreement to the General Counsel of WII within 22 days.
Sincerely,
WYNDHAM INTERNATIONAL, INC.
By /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Chief Executive Officer & Chairman
Accepted and agreed to:
/s/ Xxxxx X. Xxxxxxxx 2-28-01
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Xxxxx X. Xxxxxxxx Date
