EMPLOYMENT AGREEMENT FOR FRED J. KLEISNER AMENDMENT NO. 2
Exhibit 10.64
EMPLOYMENT AGREEMENT FOR XXXX X. XXXXXXXX
AMENDMENT NO. 2
AMENDMENT NO. 2
This Amendment No. 2 to the Employment Agreement for Xxxx X. Xxxxxxxx (“Amendment No. 2”) is
made, effective as of April
21, 2009, by and between Morgans Hotel Group Co., a Delaware
corporation (the “Company”), and Xxxx X. Xxxxxxxx (“Executive”).
Recitals:
WHEREAS, Executive and the Company previously entered into an Employment Agreement, effective
as of December 10, 2007, as amended by Amendment No. 1 to the Employment Agreement, effective as of
December 31, 2008 (the “Employment Agreement”); and
WHEREAS, as a condition to an award of LTIP units to Executive by the Compensation Committee
of the Board of Directors of the Company on April 9, 2009, Executive and the Company desire to
further amend the Employment Agreement to eliminate certain obligations of the Company to grant
Executive an equity award in the event the Employment Agreement is not renewed at the end of its
term.
Agreement:
NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive,
intending to be legally bound, agree as follows:
1. Paragraph 3.a. of the Employment Agreement is hereby amended to read as follows:
“a. Term. This Agreement shall commence on the Commencement Date and
shall terminate on December 31, 2010 (the “Employment Period”), unless earlier
terminated by either party as provided below. If the parties have failed to extend
this Agreement or enter into a new agreement on or before the end of the Employment
Period, and Employee’s employment terminates, for any reason, at the end of the
Employment Period, the Company’s only obligation to Employee upon such termination
will be to accelerate the vesting of all Equity Awards granted prior to December 31,
2010 and to pay any remaining earned but unpaid Base Salary. Notwithstanding the
foregoing or anything else contained in this Agreement to the contrary, if Employee
is employed through December 31, 2010, the Board shall determine the amount of any
Annual Bonus, if any, to award Employee
for calendar year 2010 based on the criteria set forth in paragraph 2.d. of this
Agreement, and shall pay such award, if any, on the date in 2011 on which the
Company’s other Employees receive bonuses, regardless of whether Employee in
employed by the Company on that date.”
2. The provisions of this Amendment No. 2 may be amended and waived only with the prior
written consent of the parties hereto. This Amendment No. 2 may be executed and delivered in one
or more counterparts, each of which shall be deemed an original and together shall constitute one
and the same instrument.
3. Except as set forth in this Amendment No. 2, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 2 on the
date first written above.
| MORGANS HOTEL GROUP CO. | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||||
| Title: CFO | ||||||
| EXECUTIVE | ||||||
| /s/ Xxxx X. Xxxxxxxx | ||||||
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