Exhibit 99.10
ASSIGNMENT OF EMPLOYMENT AGREEMENT
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This Assignment of Employment Agreement ("Assignment") dated this 15th day
of October, 1997 between Choice Hotels International, Inc. (to be renamed
Sunburst Hospitality Corporation)("Choice"), a Delaware corporation, Choice
Hotels Franchising, Inc. (to be renamed Choice Hotels International,
Inc.)("Franchising"), a Delaware corporation, and Xxxxxxx X. Xxxxx ("Employee").
WHEREAS, Choice and Employee have entered in an Employment Agreement (the
"Agreement") dated as of September 30, 1996;
WHEREAS, Choice is in the process of spinning off its franchising business
and assets to shareholders in a tax-free distribution of the shares of
Franchising (the "Spinoff") and as part of the Spinoff, Choice desires to assign
all of its right, title and interest in the Agreement to Franchising;
NOW THEREFORE, FOR VALUE RECEIVED, THE PARTIES AGREE AS FOLLOWS:
1. Assignment & Assumption. Choice hereby assigns to Franchising all of
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its right, title and interest in and to the Agreement and Franchising hereby
assumes all obligations of Choice under the Agreement.
2. Consent of Employee. Employee hereby consents to this Assignment,
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effective upon consummation of the Spinoff.
3. Binding Effect. Except as stated in this Assignment, all of the terms
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and conditions of the Agreement shall remain in full force and effect as if
fully rewritten herein. This Assignment shall be binding upon and inure to the
benefit of all the parties to this Assignment and their successors and assigns.
4. Entire Agreement. This instrument contains the entire agreement of the
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parties. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of Maryland, without regard to its conflict of laws
provisions and any litigation shall be conducted in the State of Maryland.
SIGNATURES ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Assignment on the date
first set forth above.
CHOICE HOTELS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
Senior Vice President & General Counsel
CHOICE HOTELS FRANCHISING, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx
Senior Vice President & General Counsel
Employee:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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