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EXHIBIT 10.20
Xxxxxx has entered into a Severance Agreement in the form attached hereto with
its executive officers:
EXECUTIVE OFFICER DATE OF AGREEMENT
Xxxxxx X. Xxxxxx September 30, 1999
Xxxxxxx X. Xxxxx September 30, 1999
Xxxx X. X'Xxxx September 30, 1999
Xxxx X. Xxxxxx January 31, 2000
Xxxx X. Xxxxxxxxx September 30, 1999
Xxxxxx X. Xxxxxxxxx September 30, 1999
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SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (the "Agreement") is entered into as of the
[____] day of [month], [year], between Xxxxxx Lodging Company, an Ohio
corporation (the "Company"), and [name of executive] (the "Executive").
W I T N E S S E T H:
WHEREAS, in consideration of the Executive's employment with the
Company, the Company desires to provide the Executive, and the Executive desires
to be provided, certain rights should the Executive's employment be terminated
under certain circumstances other than for Cause (as defined in Appendix I);
WHEREAS, this Agreement is not intended to modify or supplement in any
manner the Executive's rights and obligations as a Participant under the Xxxxxx
Lodging Company Key Employee Severance Plan (the "Plan"), which plan provides
for severance payments in the event of a Change of Control (as defined in the
Plan) of the Company;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. Executive's employment with the Company may be terminated by the
Company (i) for Cause (as defined in Appendix I hereto) at any time by action of
the Board of Directors or the Chief Executive Officer, or (ii) other than for
Cause at any time by action of the Board of Directors or the Chief Executive
Officer. In the event of a termination under clause (ii), above, the Company
shall continue to pay the Executive his base salary and Benefits (as defined in
Appendix II hereto), less any required tax withholdings, for a period of -
- 730 days for the Chief Executive Officer;
- 548 days for the Chief Operating Officer;
- 548 days, without Benefits, for Xxxx X. Xxxxxxxxx; and
- 365 days for the Chief Financial Officer, Senior Vice
Presidents and Vice Presidents
from the date of termination, or in the case of the Benefit of bonus
compensation, as described on Appendix II (collectively, the "Severance
Payment"). The Executive shall also be entitled to the Severance Payment in the
event the Executive terminates his employment with the Company within 180 days
following a Change in Circumstances (as defined in Appendix I).
2. This Agreement does not supersede the Plan but supercedes all other
prior agreements and understandings between the parties regarding salary
continuation and amounts payable as severance on the termination of Executive's
employment with the Company, including, without limitation, any employment
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agreement or letter, and may not be modified or terminated orally. No
modification, termination or attempted waiver will be valid unless in writing
and signed by the party against whom it is sought to be enforced. Except as
specifically set forth herein, this Agreement shall not affect or impair the
rights or obligations of the Company or the Executive under any other written
plan, contract, arrangement, or pension, profit sharing, stock option or other
compensation plan.
3. Notwithstanding anything contained herein to the contrary, Executive
is not entitled to any right or benefit under this Agreement with respect to any
termination of Executive's employment with the Company within two years after a
Change of Control (as defined in the Plan) of the Company.
4. This Agreement is governed by the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
XXXXXX LODGING COMPANY EXECUTIVE
/s/ Xxxxxx X. Xxxxxx [signature]
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Xxxxxx X. Xxxxxx , Chief Executive Officer [name of executive]
In the case of the Chief Executive Officer -
Xxxxxxx X. Xxxxx, Chief Operating Officer Xxxxxx X. Xxxxxx
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APPENDIX I
Definition of Cause
Termination shall be deemed to be for "Cause" if the Board of Directors
of the Company or the Chief Executive Officer in good faith determines that
termination is because of any one or more of the following:
The Executive's:
(i) fraud;
(ii) misappropriation of funds;
(iii) commission of a felony or of an act or series of acts which
result in material injury to the business reputation of the
Company;
(iv) commission of a crime or act or series of acts involving moral
turpitude;
(v) violation of the Company's sexual or other harassment policy;
(vi) commission of an act or series of repeated acts of dishonesty
which are materially inimical to the best interests of the
Company;
(vii) willful and, if not material, repeated failure to perform his
duties under an employment agreement, if any;
(viii) material breach of any material provision of an employment
agreement; or
(ix) repeated failure to carry out the reasonable directions or
instructions of the Executive's supervisor, or in the case of
the Chief Executive Officer, the Board of Directors, so long
as the directions or instructions are consistent with the
duties of the Executive's office and any employment agreement.
The Executive's voluntarily termination of his employment with the Company for
any of the following reasons shall be deemed a termination due to a "Change in
Circumstances":
(a) the Company materially and adversely changes the Executive's
duties and responsibilities from those in effect on the date
the Executive executed the Agreement to which this Appendix I
is attached, without the Executive's consent; or
(b) the Executive's place of employment or the principal executive
offices of the Company are moved to a location more than fifty
(50) miles from the geographical center of Cleveland, Ohio; or
(c) there occurs a material breach by the Company of any of its
obligations under any employment agreement or arrangement with
the Executive, which breach has not been cured in all material
respects within ten (10) days after the Executive gives notice
thereof to the Company.
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APPENDIX II
Definition of Benefits
1. Bonus compensation equal to-
- 90.0% for the Chief Executive Officer;
- 52.5% for the Chief Operating Officer; and
- 22.5% for the Chief Financial Officer, Senior Vice
Presidents and Vice Presidents
of the Executive's annual base salary as of the date of termination.
The Bonus compensation will be paid within ninety (90) days following
the end of the calendar year in which the Executive is terminated.
2. Continuation of the medical, disability, dental and all other group and
individual insurance benefits provided to the Executive by the Company
at the date of termination. (or, in the event the Company is unable to
continue those benefits, payment of amounts necessary for the Executive
to obtain them).
3. Continuation of the payment of the Executives vehicle allowance in an
amount equal to the allowance in effect upon the date of termination.
In the case of the Chief Executive Officer -
4. Continuation of the payment of the Executive's regular membership fees
and dues for any country club, one golf club and one downtown business
club.
5. Provision of office space, at no expense to Executive, suitable to the
Executive's status as the former Chief Executive Officer of the
Company, including a full-time secretary and other customary office
support functions.
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