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EXHIBIT 10 (r)
AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
Amendment dated this 8th day of March, 1999 to Change in Control
Agreement ("Agreement"), dated the 14th day of September, 1998, between Prime
Hospitality Corp., a Delaware corporation (the "Company") and X. X. Xxxxxxxxxx
("Employee").
WHEREAS, the parties wish to amend the Agreement;
The parties agree as follows:
1. The Agreement is hereby amended in the following respects:
a. Section 1(a), the definition "Cause" is deleted.
b. Section 1(c), the definition "Good Reason" is deleted.
c. Section 2(b) is to read as follows:
"(b) Cash Payment. If a Change in Control of the Company
shall occur, then the Company shall, within ten (10) days of such
event, pay to Employee, in one lump sum, in immediately available
funds by wire transfer in accordance with Employee's
instructions, an amount equal to two and one-half (2-1/2) times
Employee's "Cash Compensation" as defined above."
d. Section 5 (Arbitration of Disputes) is amended by deleting
from the second sentence thereof the words "At any time
following the termination of Employee's employment with the
Company."
2. In all other respects, the Agreement as amended hereby shall
remain in full force and effect.
PRIME HOSPITALITY CORP.
By: /s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx
Senior Vice President
/s/ X. X. XXXXXXXXXX
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X. X. Xxxxxxxxxx
