EXHIBIT 10.1
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
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entered into as of this 8th day of June, 2001, by and between Xxxxxxx Inns,
Inc., a real estate investment trust incorporated under the laws of the State of
Georgia (the "Company"), and Xxxxxx X. Xxxxxxx, an individual resident of the
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State of Georgia (the "Executive").
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BACKGROUND
Executive and Company are parties to that certain Employment Agreement,
dated February July 27, 2000 (the "Agreement"), pursuant to which Executive
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agreed to serve as Chairman of the Board of Directors (the "Board") and
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President of Company. Pursuant to the terms of the Agreement, neither Executive
nor any corporation, firm, partnership, joint venture or other entity of which
he is an officer, employee, consultant or holder of ten percent or more of the
issued and outstanding Voting Securities or equity interests (any such entity,
an "Affiliated Entity") may own, operate or manage any limited-service motel or
hotel other than the Inns owned by Company. Company desires to be in a position
to create a taxable REIT subsidiary, as that term is defined in Internal Revenue
Code (S)856(l) and to engage Xxxxxxx Hospitality, LLC ("JH,LLC"), which is an
Affiliated Entity, to serve in the capacity of an eligible independent
management company that qualifies as such under Internal Revenue Code (S)856(l).
The Board acknowledges that in order for JH,LLC to qualify as an independent
management company, JH,LLC must manage and operate limited-service motels and
hotels that are not owned by the Company. The Board believes that allowing
JH,LLC to engage in the business of managing limited-service hotels and motels
for others will promote the best interests of Company and its stockholders. The
Board has approved deleting from the Agreement all restrictions on Executive and
any Affiliated Entity with respect to operating and managing any limited-service
hotels or motels that are not owned by the Company.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 5 of the Agreement is deleted in its entirety, and the remaining
Sections of the Agreement will retain their original numbering.
In all other respects, the Agreement shall continue in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Employment Agreement as of the date first above written.
XXXXXXX INNS, INC.
By: Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President-Legal
EXECUTIVE:
Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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