Exhibit 10.14a
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT, by and between XXXX X. XXXXXXX
HOTELS, INC., a Delaware Corporation (the "Company"), and XXX X. XXXXXXX (the
"Executive"), dated as of the 28th day of July, 1996.
W I T N E S S E T H T H A T:
WHEREAS, Executive and Company entered into an Employment Agreement dated
January 28, 1994, which expires on January 27, 1997, unless renewed by Executive
and Company (the "Employment Agreement"), and
WHEREAS, Executive and Company wish to amend certain terms of the
Employment Agreement beginning on January 28, 1997, for a one (1) year term
rather than renew the Employment Agreement on its current terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby amend the Employment Agreement as of January 28, 1997, as follows:
1. Paragraph 1 of the Employment Agreement, entitled Offer and Acceptance
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of Employment is hereby amended in its entirety to read as follows:
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"Commencing on January 28, 1997, (the "Effective Date"), the Company
agrees to and hereby does, employ Executive as its Executive Vice
President-Finance and Chief Financial Officer. Executive hereby
accepts employment in that capacity and agrees to discharge
faithfully, diligently, and to the best of his ability the
responsibilities of that position commencing on Effective Date for a
period of one (1) year (the "Employment Term") and continuing
thereafter from year to year (a "Renewal Term") provided that either
the Company or Executive may terminate that employment at the end of
the Employment Term or any
Renewal Term by giving the other not less than six (6) months prior
written notice of that termination."
2. Paragraph 3 of the Employment Agreement, entitled Compensation is
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hereby amended in its entirety to read as follows:
"The following provisions apply during the time the Executive is
employed by the Company:
(a) Base Salary. During the Employment Term, the Executive shall
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receive a base salary equal to Two Hundred Thousand Dollars
($200,000.00) (the "Base Salary") payable in accordance with the
Company's normal payroll practices for salaried employees. The Base
Salary shall be reviewed annually and may be increased (but not
decreased) in the course of each such review. Under no circumstances
shall any increase in the Base Salary (i) limit or reduce any other
obligation to the Executive under this Agreement or (ii) be later
reduced or eliminated, once effective.
(b) Annual Bonus. Executive may receive an additional Annual Bonus
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in an amount not to exceed Seventy-Five Thousand Dollars ($75,000.00)
as determined by the Compensation Committee of the Company in accord
with criteria to be agreed upon between the Compensation Committee and
Executive unless a performance based bonus plan has been adopted for
all of the officers of the Company, in which event the criteria of
that plan shall be followed by the Compensation Committee. Each Annual
Bonus shall be determined and accrued as of the end of the fiscal year
for which the Annual Bonus is awarded and paid no later than April 1
of the following year, unless the Executive shall otherwise timely
elect to defer the receipt of the Annual Bonus under any deferred
compensation plan of the Company then in effect.
(c) Savings and Retirement Plans. In addition to the Base Salary and
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Annual Bonus payable as hereinabove provided, the Executive shall be
entitled to participate, during the Employment Term and any Renewal
Term, in all savings and retirement plans or programs applicable to
other key executives of the Company.
(d) Welfare Benefit Plans. During the Employment Term and any
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Renewal Term, the Executive, and the Executive's dependents as to
medical and dental benefits, shall be eligible to participate in and
shall receive all benefits under each welfare benefit plan of the
Company, including, without limitation, all medical, dental,
disability (at least
$250,000), group life (at least $250,000), accidental death and travel
accident (at least $250,000) insurance plans and programs of the
Company.
(e) Expenses. During the Employment Term and any Renewal Term, the
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Executive shall be entitled, upon submission of proper substantiation,
to receive reimbursement for all reasonable business-related expenses
actually paid or incurred by the Executive in connection with the
discharge of his duties hereunder and in the promotion of the business
of the Company.
(f) Fringe Benefits. During the Employment Term and any Renewal
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Term the Executive shall be entitled to fringe benefits in accordance
with the policies of the Company.
(g) Vacation. During the Employment Term and any Renewal Term, the
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Executive shall be entitled to paid vacation in accordance with the
policies of the Company with respect to other key executives of the
Company."
3. Paragraph 6 (d) of the Employment Agreement, entitled Obligations of
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the Company Upon Termination; Termination or Failure to Renew Without Cause is
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hereby amended in its entirety to read as follows:
"If the Company shall give notice of non-renewal under Section 1,
which shall include proposing changes in compensation and terms which
are unacceptable to Executive, or terminate the Executive's employment
with the Company without cause:
(i) The Company shall pay to the Executive at the time of
termination, the balance of the Employment Terms' salary which has not
been paid and an amount equal to Two Hundred Seventy-Five Thousand
Dollars ($275,000.00); and
(ii) The Company shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse, or cause to be paid or
reimbursed, to the Executive any business related costs and expenses
paid or incurred by the Executive on or before the date of termination
which would have been payable under Section 3(f) if the Executive's
employment had not terminated; and
(iii) Until the six-month anniversary of the Executive's termination,
the Company shall continue benefits (or equivalent coverage) to the
Executive and/or the Executive's family at least equal to those which
would have been
provided to them in accordance with the plans, programs and policies
described in Sections 3(c) and 3(d) of this Agreement if the
Executive's employment had not been terminated."
4. Paragraph 7 of the Employment Agreement, entitled Non-Competition is
hereby deleted in its entirety.
5. Each and every other term and provision of the Employment Agreement,
except those that have been specifically amended by this Amendment, are hereby
reaffirmed and ratified and will continue to be effective, along with the
amendments contained herein, on and after January 28, 1997.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the Company
has caused these presents to be executed in its name and on its behalf, all as
of the day and year first above written.
XXXX X. XXXXXXX HOTELS, INC.
________________________________ By _________________________________
XXX X. XXXXXXX Its: Chairman of the Board
