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Exhibit 10.22
SENIOR ADVISOR AGREEMENT
This Senior Advisor Agreement (the "Agreement") made this 10th day of
June, 1998, by and between XXXXXXX ENTERTAINMENT COMPANY (the "Company") and
XXXX X. XXXXXX ("Xxxxxx").
RECITALS:
As of February 28, 1998 Xxxxxx relinquished his title and
responsibilities as President, Opryland Hotel and Attractions, and became
Chairman, Opryland Lodging Group, while retaining his position as Vice President
of the Company.
Xxxxxx has indicated his intentions of retiring from his various
positions with the Company effective December 31, 1998, but has agreed, pursuant
to the terms of this Agreement, to continue to serve as a senior advisor to the
Company. This Agreement sets forth the terms and conditions under which Xxxxxx
will be retained by the Company.
AGREEMENT
1. Xxxxxx shall retire from all currently held positions with the
Company effective December 31, 1998. During the remainder of 1998, Xxxxxx will
retain his current salary and will be entitled to the use of a luxury car and
all other benefits and perquisites available to members of the Executive
Committee. The Company will also make available to Xxxxxx a financial planning
allowance of up to $25,000 to be utilized with respect to financial and estate
planning. It is anticipated that all financial planning to which this allowance
applies shall be undertaken and billed for prior to December 31, 1998.
2. Commencing January 1, 1999, Xxxxxx shall serve as a senior advisor
to the Company for a period of two years, ending on December 31, 2000. During
this two-year period Xxxxxx will provide counseling and advisory assistance as
may be requested from time to time by Xxxx Xxxxxx or Xxxxx Xxxxx, or by the
Chief Executive Officer of the Company; provided that Xxxxxx shall not be
required to spend in excess of two days per week on any such matters relating to
the Company; and provided further that the particular hours for rendering the
services called for hereunder shall be within Xxxxxx'x discretion. Xxxxxx'x
compensation as senior advisor for this two-year period will be $200,000 per
year, payable monthly, and Xxxxxx shall be entitled to reimbursement (in
accordance with the policies and procedures established by the Company) for all
reasonable and necessary expenses incurred by him in performing services as
senior advisor, provided that the Company shall be entitled to approve such
expenses in advance.
3. The Company will have the right to terminate the senior advisory
arrangement at any time without cause by paying out the balance of the
compensation due to Xxxxxx under the senior advisory arrangement for the
remainder of the two-year period. In the event of Xxxxxx'x death prior to the
expiration of the two-year period, the balance due for the remainder of the
period shall be payable to Xxxxxx'x estate. During the period of the senior
advisory relationship, Xxxxxx and the Chief Executive Officer will jointly
determine whether an official title should be associated with Xxxxxx'x position.
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4. For the period of the senior advisory arrangement, Xxxxxx will not,
directly or indirectly, without the Company's prior written approval, own,
manage, operate, control, or participate in the ownership, management, operation
or control of, or be connected as an officer, employee, consultant, partner,
director or otherwise with, or have any financial interest in, or aid or assist
anyone else in the conduct of, any Competitive Business (as defined below);
provided that the ownership of five (5%) percent or less of the voting stock of
any publicly held corporation shall not constitute a violation of this
Agreement. For purposes of this Agreement, Competitive Business shall mean any
hotel or hospitality company or business operation located in the United States
or Canada.
5. Xxxxxx agrees to keep the terms of this Agreement confidential and
to refrain from disclosing to any person the provisions hereof unless otherwise
required by law.
6. This Agreement expresses the entire understanding of the parties
hereto, and shall be governed by the laws of the State of Tennessee.
Entered and agreed to as of the day and year first above written.
COMPANY
XXXXXXX ENTERTAINMENT COMPANY
BY:
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Xxxxx X. London, President and
Chief Executive Officer
XXXXXX
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Xxxx X. Xxxxxx
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