AMENDED AND RESTATED CHAIRMAN’S SERVICE AGREEMENT

Exhibit 10.02A

AMENDED AND RESTATED

CHAIRMAN’S SERVICE AGREEMENT

This Amended and Restated Chairman’s Service Agreement (“Agreement”) dated the 10 ^th day of September 2008 amends and restates that certain Chairman’s Service Agreement dated as of May 4, 2004, and amended on September 13, 2006, between Choice Hotels International, Inc. (“Company”), a Delaware corporation with principal offices at 00000 Xxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx 00000, and Xxxxxxx Xxxxxx, Xx. (“Xx. Xxxxxx”), and sets forth the terms and conditions governing the employment relationship between Xx. Xxxxxx and the Company.

1. Service. During the term of this Agreement, as hereinafter defined, Xx. Xxxxxx shall serve as Chairman of the Board of Directors. Xx. Xxxxxx hereby accepts such service upon the terms and conditions hereinafter set forth.

2. Term. The term of this Agreement shall begin on September 10, 2008 (“Effective Date”) and shall terminate at such time as Xx. Xxxxxx resigns or fails to be re-elected as the Chairman of the Company’s Board of Directors (“Term”).

3. Compensation. For all services rendered by Xx. Xxxxxx under this Agreement during the term thereof, the Company shall pay Xx. Xxxxxx the following compensation and other benefits during the Term:

(a) Salary. Base salary of Two Hundred Thousand Dollars ($200,000) per annum payable in equal bi-weekly installments.

(b) Welfare Benefits. The Company shall provide Xx. Xxxxxx with medical, dental, life insurance, and long-term disability benefits that are substantially equivalent to those provided to the Company’s employees. Xx. Xxxxxx shall also be eligible to participate in the Company’s 401(k) plan and non-qualified savings plan.

(c) Office. The Company shall furnish to Xx. Xxxxxx, at a location acceptable to Xx. Xxxxxx, suitable office space and secretarial assistance, together with the use of a telephone, computer, printer, fax, and other typical office equipment and services.

4. Elective Positions. Nothing contained in this Agreement is intended to nor shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors or stockholders to remove Xx. Xxxxxx from the positions set forth in Section 1, with or without cause, during the term of this Agreement or to elect someone other than Xx. Xxxxxx to such position, as provided by law and the By-Laws of the Company.

5. Waiver of Breach. The waiver of either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

1

6. Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of The Company. The obligations of Xx. Xxxxxx hereunder may not be assigned or delegated.

7. Entire Agreement. This instrument contains the entire agreement of the parties. It may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. This Agreement shall be governed by the laws of the State of Maryland, and any disputes arising out of or relating to this Agreement shall be brought and heard in any court of competent jurisdiction in the State of Maryland.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

The Company:
CHOICE HOTELS INTERNATIONAL, INC.
By:		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, Senior Vice President, General Counsel & Secretary
Xx. Xxxxxx:
/s/ Xxxxxxx Xxxxxx, Xx.
Xxxxxxx Xxxxxx, Xx.

2