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Employment Agreement [Amended and Restated No. 1]
Employment Agreement [Amended and Restated No. 1] (35K)
Doc #115893: Click preview link for longer preview.
FIRST AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered
into as of May 7, 2003, by and between ROBERT BATINOVICH (the "Employee") and
GLENBOROUGH REALTY TRUST INCORPORATED, a Maryland corporation (the
"Corporation"). This Agreement supersedes the Employment Agreement between the
parties dated January 1, 1998, including all amendments thereto.
For ease of reference, this Agreement is divided into the following parts, which
begin on the pages indicated:
FIRST PART: TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION
AND BENEFITS DURING EMPLOYMENT
(Sections 1-5, beginning on page 2)
SECOND PART: COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR
CONSTRUCTIVE TERMINATION NOT OCCURRING AFTER A CHANGE IN
CONTROL
(Sections 6-8, beginning on page 5)
THIRD PART: COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR
CONSTRUCTIVE TERMINATION OCCURRING AFTER A CHANGE IN
CONTROL
(Sections 9-12, beginning on page 7)
FOURTH PART: SECTION 280G PAYMENTS
(Sections 13-14, beginning on page 9)
FIFTH PART: TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS,
SIGNATURE PAGE
(Sections 15-17, beginning on page 11)
{PAGE}
FIRST PART: TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS
DURING EMPLOYMENT
SECTION 1: TERM OF EMPLOYMENT
(a) Basic Rule. The Corporation agrees to continue the Employee's
employment, and the Employee agrees to remain in employment with the
Corporation, from the date of this Agreement, until the earliest of:
(1) June 13, 2006; or
(2) The date of the Employee's death or when the Employee's employment
terminates pursuant to Subsection (b) or (c), below.
The term and provisions of this Agreement shall automatically extend
for additional one-year periods if Employee remains employed on and after June
13, 2006, unless either party notifies the other in writing to the contrary at
least 30 days prior to the applicable June 13 that it, or he, does not want the
term to so extend.
(b) Termination for Cause. The Corporation may terminate the Employee's
employment at any time for Cause shown. For all purposes under this Agreement,
"Cause" shall mean (1) a willful failure by the Employee to substantially
perform the Employee's duties under this Agreement, other than a failure
resulting from the Employee's complete or partial incapacity due to physical or
mental illness or impairment, (2) a willful act by the Employee that constitutes
gross misconduct and that is materially injurious to the Corporation, (3) a
willful breach by the Employee of a material provision of this Agreement or (4)
a material and willful violation of a federal or state law or regulation
applicable to the business of the Corporation that is materially and
demonstrably injurious to the Corporation. No act, or failure to act, by the
Employee shall be considered "willful" unless committed without good faith and
without a reasonable belief that the act or omission was in the Corporation's
best interest.
The Employee shall first be given reasonable advance written notice
that the Corporation intends to terminate his employment for Cause. Such written
notice shall specify the particular acts, or failures to act, on the basis of
which the decision to so terminate employment has been made. The Employee shall
be given the opportunity within 20 days of receipt of notice to meet with the
Board of Directors, accompanied by counsel, to defend such acts, or failures to
act, and the Employee shall also be given 14 working days after such meeting to
correct such acts or failures to act. Upon failure of Employee, within 14
working days, to correct such acts or failures to act, the Employee's employment
shall be automatically terminated for Cause.
(c) Termination for Disability. The Corporation may terminate the Employee's
employment for Disability by giving the Employee written notice. For all
purposes under this Agreement, "Disability" shall mean that the Employee, at the
time the notice is given, has been unable to perform the Employee's duties under
this Agreement for a period of not less than twelve consecutive months as a
result of the Employee's incapacity due to physical or mental illness. In the
event that the Employee resumes the performance of substantially all of the
Employee's duties under this Agreement before the termination of the Employee's
employment under this Section becomes effective, the notice of termination shall
automatically be deemed to have been revoked.
115893
|
Glenborough
As referenced in this Employment Agreement [Amended and Restated No. 1]:
GLENBOROUGH REALTY TRUST – FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered
into as of May 7, 2003, by and between ROBERT BATINOVICH (the "Employee") and
GLENBOROUGH REALTY TRUST INCORPORATED, a Maryland corporation (the
"Corporation"). This Agreement supersedes the Employment Agreement between the
parties dated January 1, 1998, including all amendments thereto.
_____________
Glenborough Realty Trust – purposes under this Agreement, "Change in Control" shall mean a "Change
in Control" or "Corporate Transaction," as those terms are defined in the
Glenborough Realty Trust Incorporated 1996 Stock Incentive Plan as in effect on
the date this Agreement is executed (the "Plan"); provided, however, that
Section 2.(o)(
_____________
GLENBOROUGH REALTY TRUST – has consulted (or has had the opportunity to consult)
with his own counsel prior to execution of this Agreement.
/s/ Robert Batinovich
---------------------------------------
Employee
GLENBOROUGH REALTY TRUST INCORPORATED
By /s/ Patrick Foley
-----------------------------------
Patrick Foley
Chairman, Compensation Committee
_____________
dt 113076
;
| Robert Batinovich
|
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| 2003 |
Employment Agreement
Employment Agreement (65K)
Doc #115963: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
BETWEEN
NICHOLAS S. SCHORSCH
AND
FIRST STATES GROUP, L.P.
This Employment Agreement (the "Agreement"), dated as of May 15, 2003
("Effective Date"), between First States Group, L.P., a Delaware limited
partnership (the "Company"), and Nicholas S. Schorsch (the "Executive"):
WHEREAS, American Financial Realty Trust, a Maryland real estate
investment trust (the "REIT"), is a limited partner and the sole owner of the
general partner of the REIT;
WHEREAS, this Agreement amends and restates the Employment Agreement
between the REIT (which was assigned to the Company) and the Executive, dated
September 10, 2002 (the "Original Agreement");
WHEREAS, the Executive has extensive experience in owning and operating
real estate companies which own commercial real estate and, prior to entering
into the Original Agreement, had been the owner of certain businesses that, in
connection with the formation of the REIT and the private placement of common
shares ("Common Shares") of beneficial ownership, par value $.001 per share of
the REIT (referred to herein as the "144A Offering"), were acquired by the REIT
or the Company; and
WHEREAS, the Company wishes to continue to employ the Executive in the
capacities and on the terms and conditions set out below, and the Executive has
agreed to continue such employment, in the capacities and on the terms and
conditions set forth below; and
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. The Executive shall be employed by the Company as
its President and Chief Executive Officer. The Executive shall also be an
officer of the REIT as its Vice Chairman of the Board of Trustees ("Board"),
President and Chief Executive Officer.
(b) DUTIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
positions of President and Chief Executive Officer and such other executive
duties and responsibilities as the Board shall from time to time reasonably
assign to the Executive. The Executive shall be responsible for and have
authority over the day-to-day operational management of the Company and the
REIT. The Executive shall report directly to the Board. All other officers of
the Company and the REIT shall report to the Executive or such person(s) as the
Executive may designate from time to time.
115963
|
AFRT
As referenced in this Employment Agreement:
American Financial Realty Trust, – 15, 2003
("Effective Date"), between First States Group, L.P., a Delaware limited
partnership (the "Company"), and Nicholas S. Schorsch (the "Executive"):
WHEREAS, American Financial Realty Trust, a Maryland real estate
investment trust (the "REIT"), is a limited partner and the sole owner of the
general partner of the
_____________
American
Financial Realty Trust. – obligations of First States Group, L.P. under this Employment Agreement,
dated May 15, 2003, with Nicholas S. Schorsch, shall be guaranteed by American
Financial Realty Trust.
AMERICAN FINANCIAL REALTY TRUST
By: ______________________________
Name:
Title:
Dated: May __, 2003
18
{PAGE}
APPENDIX A
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company
_____________
AMERICAN FINANCIAL REALTY TRUST
– Group, L.P. under this Employment Agreement,
dated May 15, 2003, with Nicholas S. Schorsch, shall be guaranteed by American
Financial Realty Trust.
AMERICAN FINANCIAL REALTY TRUST
By: ______________________________
Name:
Title:
Dated: May __, 2003
18
{PAGE}
APPENDIX A
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company shall maintain for the
_____________
dt 117239
;
Nicholas S. Schorsch;
| First States Group, L.P.
|
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Employment Agreement
Employment Agreement (63K)
Doc #115968: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
BETWEEN
SHELLEY D. SCHORSCH
AND
FIRST STATES GROUP, L.P.
This Employment Agreement (the "Agreement"), dated as of May 15,
2003 ("Effective Date"), between First States Group, L.P., a Delaware limited
partnership (the "Company"), and Shelley D. Schorsch (the "Executive"):
WHEREAS, American Financial Realty Trust, a Maryland real estate
investment trust (the "REIT"), is a limited partner and the sole owner of the
general partner of the REIT;
WHEREAS, this Agreement amends and restates the Employment
Agreement between the REIT (which was assigned to the Company) and the
Executive, dated September 10, 2002 (the "Original Agreement"); and
WHEREAS, the Company wishes to continue to employ the Executive in
the capacities and on the terms and conditions set out below, and the Executive
has agreed to continue such employment, in the capacities and on the terms and
conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in
consideration of the respective covenants set out below, hereby agree as
follows:
1. EMPLOYMENT.
(a) POSITIONS. The Executive shall be employed by the Company
as Senior Vice President - Corporate Affairs. The Executive shall also be an
officer of the REIT as its Senior Vice President - Corporate Affairs.
(b) DUTIES. The Executive shall report to the Chief Executive
Officer of the Company (the "Chief Executive Officer") and her principal
employment duties and responsibilities shall be those duties and
responsibilities customary for the position of Senior Vice President.
115968
|
AFRT
As referenced in this Employment Agreement:
American Financial Realty Trust, – 15,
2003 ("Effective Date"), between First States Group, L.P., a Delaware limited
partnership (the "Company"), and Shelley D. Schorsch (the "Executive"):
WHEREAS, American Financial Realty Trust, a Maryland real estate
investment trust (the "REIT"), is a limited partner and the sole owner of the
general partner of the
_____________
American Financial Realty Trust
– the other party hereto, in accordance with this Section
16(a).
If to the Company, to: First States Group, L.P.
c/o American Financial Realty Trust
1725 The Fairway
Jenkintown, PA 19046
Attn: Nicholas S. Schorsch, President and
Chief Executive Officer
Facsimile: 215-887-2585
If to Executive,
_____________
American
Financial Realty Trust. – obligations of First States Group, L.P. under this Employment Agreement,
dated May 15, 2003, with Shelley D. Schorsch, shall be guaranteed by American
Financial Realty Trust.
AMERICAN FINANCIAL REALTY TRUST
By: ______________________________
Name:
Title:
Dated: May __, 2003
16
{PAGE}
EXHIBIT A
RELEASE AND WAIVER
This release and
_____________
AMERICAN FINANCIAL REALTY TRUST
– Group, L.P. under this Employment Agreement,
dated May 15, 2003, with Shelley D. Schorsch, shall be guaranteed by American
Financial Realty Trust.
AMERICAN FINANCIAL REALTY TRUST
By: ______________________________
Name:
Title:
Dated: May __, 2003
16
{PAGE}
EXHIBIT A
RELEASE AND WAIVER
This release and waiver (the "Termination Release")
_____________
dt 117240
;
| Shelley D. Schorsch
|
| Preview
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| 1996 |
Employment Agreement
Employment Agreement (48K)
Doc #116621: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of
---------
___________, 199_, between Signature Resorts, Inc., a Maryland corporation (the
"Company"), and Gary L. Hughes (the "Executive").
------- ---------
WHEREAS, the Executive has been a key employee of AVCOM International, Inc.
("AVCOM") and possesses an intimate knowledge of the business affairs of AVCOM;
WHEREAS, the Company and AVCOM have previously entered into an Agreement
and Plan of Merger dated September 22, 1996, as amended, pursuant to which AVCOM
has merged with a wholly owned subsidiary of the Company (the "Merger
Agreement"); and
WHEREAS, as a condition to the closing of the transactions contemplated in
the Merger Agreement, the Company and Executive have agreed to enter into this
Employment Agreement; and
WHEREAS, the Company recognizes the Executive's contribution to the
operations of AVCOM and to the future growth and success of the AVCOM operations
as part of the Company and the Company desires to assure the continued benefits
of Executive's expertise and knowledge. The Executive, in turn, desires to
engage full time employment with the Company on the terms provided herein, and
in consideration for such employment and the transaction described in the Merger
Agreement, the Executive is desirous of agreeing to certain covenants of
confidentiality, non-solicitation, and non-competition.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agrees as follows:
1. Employment. The Company hereby agrees to employ the Executive, and
----------
the Executive hereby agrees to be employed by the Company, on the terms and
conditions set forth herein effective as of the date first written above (the
"Effective Date").
2. Term.
----
(a) New Agreement. The employment of the Executive by the Company as
-------------
provided in Section 1 will commence on the Effective Date and will terminate at
12:01 a.m. three years after the Effective Date (the "Expiration Date") unless
---------------
automatically extended or sooner terminated as hereinafter provided (such
period, the "Employment Period"). Unless terminated by the Executive or the
-----------------
Company prior to the commencement of the thirty-fourth month after the Effective
Date, the Company shall notify the Executive with written notice as to whether
the Company intends to further renew or extend the Agreement (including
proposals for such further renewal which the Executive may accept, reject or
negotiate, at his discretion).
(b) Termination of Previous Agreement. Executive acknowledges that
---------------------------------
all prior employment arrangements between Executive and AVCOM or any of its
affiliates, including,
116621
|
Sunterra
As referenced in this Employment Agreement:
SUNTERRA CORP –
SUNTERRA CORP
_____________
dt 1854115
;
Gary L. Hughes;
| Signature Resorts, Inc.
|
| Preview
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| 1996 |
Employment Agreement
Employment Agreement (48K)
Doc #116622: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of
---------
___________, 199_, between Signature Resorts, Inc., a Maryland corporation (the
"Company"), and John R. Stevens (the "Executive").
------- ---------
WHEREAS, the Executive has been a key employee of AVCOM International, Inc.
("AVCOM") and possesses an intimate knowledge of the business affairs of AVCOM;
WHEREAS, the Company and AVCOM have previously entered into an Agreement
and Plan of Merger dated September 22, 1996, as amended, pursuant to which AVCOM
has merged with a wholly owned subsidiary of the Company (the "Merger
Agreement"); and
WHEREAS, as a condition to the closing of the transactions contemplated in
the Merger Agreement, the Company and Executive have agreed to enter into this
Employment Agreement; and
WHEREAS, the Company recognizes the Executive's contribution to the
operations of AVCOM and to the future growth and success of the AVCOM operations
as part of the Company and the Company desires to assure the continued benefits
of Executive's expertise and knowledge. The Executive, in turn, desires to
engage full time employment with the Company on the terms provided herein, and
in consideration for such employment and the transaction described in the Merger
Agreement, the Executive is desirous of agreeing to certain covenants of
confidentiality, non-solicitation, and non-competition.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agrees as follows:
1. Employment. The Company hereby agrees to employ the Executive, and
----------
the Executive hereby agrees to be employed by the Company, on the terms and
conditions set forth herein effective as of the date first written above (the
"Effective Date").
2. Term.
----
(a) New Agreement. The employment of the Executive by the Company as
-------------
provided in Section 1 will commence on the Effective Date and will terminate at
12:01 a.m. three years after the Effective Date (the "Expiration Date") unless
---------------
automatically extended or sooner terminated as hereinafter provided (such
period, the "Employment Period"). Unless terminated by the Executive or the
-----------------
Company prior to the commencement of the thirty-fourth month after the Effective
Date, the Company shall notify the Executive with written notice as to whether
the Company intends to further renew or extend the Agreement (including
proposals for such further renewal which the Executive may accept, reject or
negotiate, at his discretion).
(b) Termination of Previous Agreement. Executive acknowledges that
---------------------------------
all prior employment arrangements between Executive and AVCOM or any of its
affiliates, including,
116622
|
Sunterra
As referenced in this Employment Agreement:
SUNTERRA CORP –
SUNTERRA CORP
_____________
dt 1854118
;
| John R. Stevens
|
| Preview
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| 2003 |
Agreement / Project Manager / Superintendent [Amended]
Agreement / Project Manager / Superintendent [Amended] (7K)
Doc #128722: Click preview link for longer preview.
AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT
THIS AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT entered into this
8th day of October, 2002 by and between U.S. West Homes, Inc. [U.S. West Homes]
and Richard F. Greene [Greene] under the terms of which the parties agree as
follows:
1. Greene will serve as the Project Manager/Superintendent for the Cottages at
San Jacinto being currently developed by U.S. West Homes.
2. Greene shall receive monthly compensation of $2,000.00 for the month of
September which shall be paid immediately upon the execution hereof and shall
receive compensation of $2,000 per month payable one half on the 1st and one
half on the 15th of each month until such time as construction shall commence on
the project.
3. Greene shall be paid $4,000 per month after construction actually commences,
payable one half on the 1st day of the month and one half on the 15th day of the
month until such time as the model homes are completed and construction has
commenced on the 2nd phase of construction at which time Greene's compensation
shall be increased to $8,000.00 per month, payable one half on the 1st day of
the month and the other half on the 15th day of the month.
4. Additionally, if Greene continues to act as the Project
Manager/Superintendent of the Cottages at San Jacinto through to the completion
of the development project, then he shall be entitled to receive bonus
compensation in the form of common stock in U.S. West Homes pursuant to the 2001
Employee's Stock Option Plan, the amount of compensation equal to an agreed upon
percentage of the profit from the Cottages at San Jacinto development project.
5. During the time Greene continues to act as Project Manager/Superintendent, he
shall be entitled to receive in addition to his compensation a truck allowance
of $300.00 per month, gasoline and oil as necessary, Greene to be reimbursed
therefor based upon invoices submitted on a bi-monthly basis, and the unlimited
use of a cell phone which shall be purchased and maintained by U.S. West Homes
for Greene's use.
128722
|
U.S. West Homes
As referenced in this Agreement / Project Manager / Superintendent [Amended]:
U.S. West Homes, Inc – vi)
AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT
THIS AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT entered into this
8th day of October, 2002 by and between U.S. West Homes, Inc . [U.S. West Homes]
and Richard F. Greene [Greene] under the terms of which the parties agree as
follows:
1. Greene will
_____________
U.S. West Homes, Inc – have caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Richard F. Greene U.S. West Homes, Inc .
/s/ Richard F. Greene By: /s/ Mervyn A. Phelan, Sr.
---------------------- -------------------------
Mervyn A. Phelan, Sr.
Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 198327
;
U.S. West Homes
As referenced in this Agreement / Project Manager / Superintendent [Amended]:
U.S. West Homes, Inc – vi)
AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT
THIS AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT entered into this
8th day of October, 2002 by and between U.S. West Homes, Inc . [U.S. West Homes]
and Richard F. Greene [Greene] under the terms of which the parties agree as
follows:
1. Greene will
_____________
U.S. West Homes, Inc – have caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Richard F. Greene U.S. West Homes, Inc .
/s/ Richard F. Greene By: /s/ Mervyn A. Phelan, Sr.
---------------------- -------------------------
Mervyn A. Phelan, Sr.
Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 198327
;
| Investco Corp.
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (77K)
Doc #130511: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and MONTGOMERY J. BENNETT, an individual residing in
Dallas, Texas (the "Executive").
RECITALS:
A. The REIT and the Operating Partnership (collectively, the
"Company") desire to employ the Executive in ------- the
capacities and on the terms and conditions set out below; and
B. The Executive desires to accept such employment with the
Company, on the terms and conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. During the Term (defined below), the Executive shall be
employed by the Company as President and Chief Executive Officer. At the
Company's request, the Executive shall serve the Company's subsidiaries and
affiliates in other offices and capacities in addition to the foregoing. If the
Executive, during the Term, serves in any one or more of such additional
capacities, the Executive's compensation shall not be increased beyond that
provided in Sections 3, 4 or 5 below. Further, if the Executive's service in one
or more of such additional capacities is terminated, the Executive's
compensation provided herein shall not be reduced for so long as the Executive
otherwise remains employed by the Company under the terms of this Agreement.
(b) RESPONSIBILITIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
positions of President and Chief Executive Officer and such other executive
duties and responsibilities as the Board of Directors of the REIT (the "Board")
shall from time to time reasonably assign to the Executive. The Executive will
be responsible for and have authority over the day-to-day operational management
of the Company. The Executive shall report directly to the Board. All other
officers of the Company shall report to the Executive or such person(s) as the
Executive may designate from time to time.
(c) EXTENT OF SERVICES. Except for (i) the time reasonably required to
perform the Executive's duties and responsibilities as Chief Executive Officer
and President of Remington Hotel Corporation ("RHC"), Remington Lodging &
Hospitality, L.P. ("Remington Lodging") and their affiliates (so long as such
duties do not materially interfere with the performance of the Executive's
duties hereunder), and (ii) illnesses and vacation periods, the
{PAGE}
Executive shall devote substantially all of his working time and attention and
his best efforts to the performance of his duties and responsibilities under
this Agreement and shall not be otherwise employed. However, the Executive may
(so long as the following do not materially interfere with the performance of
the Executive's duties hereunder) (i) make any passive investments where he is
not obligated or required to, and shall not in fact, devote material managerial
efforts (provided that the Executive may make and continue investments in
accordance with the terms of that certain Mutual Exclusivity Agreement, herein
so called, among RHC, Remington Lodging and their affiliates (herein
collectively called the "Remington Affiliates"), and the Company and its
affiliates dated on or about the date hereof), (ii) participate in charitable,
academic or community activities or in trade or professional organizations,
(iii) hold directorships in charitable or non-profit organizations, (iv) subject
to Board approval (which approval shall not be unreasonably withheld or
withdrawn), hold directorships in other companies, except only that the Board
shall have the right to limit such services as a director or such participation
whenever the Board shall reasonably believe that the time spent on such
activities infringes in any material respect upon the time required by the
Executive for the performance of his duties under this Agreement or is otherwise
incompatible with those duties, or (v) hold directorships in private companies
owned by the Executive (or Archie Bennett, Jr.) consistent with the Mutual
Exclusivity Agreement. Further, it is agreed that to the extent any such
activities have been conducted by the Executive prior to the Effective Date, the
continued reasonable conduct of such activities (or reasonable activities
similar in nature and scope thereto) subsequent to the Effective Date shall not,
subject to the conditions and limitations of the Mutual Exclusivity Agreement,
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company; provided, that no such activity that violates
the non-competition provisions herein shall be permitted.
2. TERM. This Agreement shall become effective as of the date of the
closing of the initial public offering of shares of the REIT's common stock (the
"Effective Date") and shall continue for a Term ending on December 31, 2007 (the
"Initial Termination Date") unless it is sooner terminated pursuant to Section
7; provided, however, that this Agreement shall be automatically extended for
one additional year on the Initial Termination Date and on each subsequent
anniversary of the Initial Termination Date, unless either the Company or the
Executive elect not to extend the Term of this Agreement by notifying the other
party in writing of such election not less than one hundred eighty (180) days
prior to the expiration of the then current Term. For purposes of this
Agreement, "Term" shall mean the actual duration of the Executive's employment
hereunder, taking into account any extension pursuant to this Section 2 or early
termination of employment pursuant to Section 7.
3. SALARY. The Company shall pay the Executive a Base Salary which
shall be payable in periodic installments, less statutory deductions and
withholdings, according to the Company's normal payroll practices. Commencing as
of the Effective Date, the Executive's base salary shall be FOUR HUNDRED
TWENTY-FIVE THOUSAND Dollars ($425,000) per year. The Board or a Compensation
Committee duly appointed by the Board (the "Compensation Committee") shall
thereafter review the Executive's Base Salary annually to determine within its
sole discretion whether and to what extent the Executive's salary may be
increased (for the purposes of this Agreement, the term "Base Salary" shall mean
the amount established and adjusted from time to time pursuant to this Section
3).
130511
|
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY LIMITED
– corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas,
_____________
ASHFORD HOSPITALITY LIMITED
– be duly executed under seal as of
the date first above written.
REIT:
ASHFORD HOSPITALITY TRUST, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Dated:
----------------------------
OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Dated:
----------------------------
EXECUTIVE:
----------------------------------
MONTGOMERY J. BENNETT
Dated:
----------------------------
-20-
{PAGE}
EXHIBIT "A"
RELEASE AND
_____________
Ashford Hospitality Limited – of the
_____ day of ___________, 2003 by MONTGOMERY J. BENNETT (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
________________, 2003 and providing certain compensation and severance
_____________
dt 183248
;
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY TRUST, – EMPLOYMENT AGREEMENT - MONTGOMERY BENNETT
{TEXT}
{PAGE}
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (
_____________
Ashford Hospitality Trust, – notice or communication shall have
specified to the other party hereto in accordance with this Section 17(a).
If to the Company, to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
-17-
{PAGE}
with a copy to:
_____________
Ashford Hospitality Trust, – Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
-17-
{PAGE}
with a copy to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chief Legal Officer
If to the Executive, at his last residence shown
_____________
ASHFORD HOSPITALITY TRUST, – bound hereby, the
parties hereto have caused this Agreement to be duly executed under seal as of
the date first above written.
REIT:
ASHFORD HOSPITALITY TRUST, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Dated:
----------------------------
OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Dated:
----------------------------
EXECUTIVE:
----------------------------------
_____________
Ashford Hospitality Trust, – WAIVER (the "Termination Release") is made as of the
_____ day of ___________, 2003 by MONTGOMERY J. BENNETT (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
_____________
dt 118664
;
| Montgomery J. Bennett
|
| Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (72K)
Doc #130512: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and DOUGLAS KESSLER, an individual residing in Dallas,
Texas (the "Executive").
RECITALS:
A. The REIT and the Operating Partnership (collectively, the
"Company") desire to employ the Executive in the capacities and
on the terms and conditions set out below; and
B. The Executive desires to accept such employment with the
Company, on the terms and conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. During the Term (defined below), the Executive shall be
employed by the Company as Chief Operating Officer. At the Company's request,
the Executive shall serve the Company's subsidiaries and affiliates in other
offices and capacities in addition to the foregoing. If the Executive, during
the Term, serves in any one or more of such additional capacities, the
Executive's compensation shall not be increased beyond that provided in Sections
3, 4 or 5 below. Further, if the Executive's service in one or more of such
additional capacities is terminated, the Executive's compensation provided
herein shall not be reduced for so long as the Executive otherwise remains
employed by the Company under the terms of this Agreement.
(b) RESPONSIBILITIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
position of Chief Operating Officer and such other executive duties and
responsibilities as the Chief Executive Officer of the Company ("CEO") or Board
of Directors of the REIT (the "Board") shall from time to time reasonably assign
to the Executive. The Executive shall report directly to the CEO or such
person(s) as the CEO may designate from time to time.
(c) EXTENT OF SERVICES. Except for illnesses and vacation periods, the
Executive shall devote substantially all of his working time and attention and
his best efforts to the performance of his duties and responsibilities under
this Agreement and shall not be otherwise employed. However, the Executive may
(so long as the following do not materially interfere with the performance of
the Executive's duties hereunder) (i) make any passive investments where he is
not obligated or required to, and shall not in fact, devote material managerial
efforts, (ii) participate in charitable, academic or community activities or in
trade or professional organizations, (iii) hold directorships in charitable or
non-profit organizations, or
{PAGE}
(iv) subject to CEO and Board approval (which approval shall not be unreasonably
withheld or withdrawn), hold directorships in for profit companies, except only
that the CEO or the Board shall have the right to limit such services as a
director or such participation whenever the CEO or the Board shall reasonably
believe that the time spent on such activities infringes in any material respect
upon the time required by the Executive for the performance of his duties under
this Agreement or is otherwise incompatible with those duties.
2. TERM. This Agreement shall become effective as of the date of the
closing of the initial public offering of shares of the REIT's common stock (the
"Effective Date") and shall continue for a Term ending on December 31, 2006 (the
"Initial Termination Date") unless it is sooner terminated pursuant to Section
7; provided, however, that this Agreement shall be automatically extended for
one additional year on the Initial Termination Date and on each subsequent
anniversary of the Initial Termination Date, unless either the Company or the
Executive elect not to extend the Term of this Agreement by notifying the other
party in writing of such election not less than one hundred eighty (180) days
prior to the expiration of the then current Term. For purposes of this
Agreement, "Term" shall mean the actual duration of the Executive's employment
hereunder, taking into account any extension pursuant to this Section 2 or early
termination of employment pursuant to Section 7.
3. SALARY. The Company shall pay the Executive a Base Salary which
shall be payable in periodic installments, less statutory deductions and
withholdings, according to the Company's normal payroll practices. Commencing as
of the Effective Date, the Executive's base salary shall be THREE HUNDRED
THOUSAND Dollars ($300,000) per year. The Board or a Compensation Committee duly
appointed by the Board (the "Compensation Committee") shall thereafter review
the Executive's Base Salary annually to determine within its sole discretion
whether and to what extent the Executive's salary may be increased (for the
purposes of this Agreement, the term "Base Salary" shall mean the amount
established and adjusted from time to time pursuant to this Section 3).
4. INITIAL RESTRICTED STOCK AWARD. Effective upon execution of this
Agreement, the Company shall grant to the Executive, within thirty (30) days
after the Effective Date, a restricted stock award of 0.34% of the fully-diluted
shares of the common stock outstanding on the forty-fifth (45th) day after
closing of the initial public offering of shares of the REIT's common stock,
excluding shares issued to the underwriters as compensation to the underwriters.
Such stock shall be subject to restrictions on transfer by the Executive and
repurchase by the Company such that the Executive shall not be permitted to
transfer such shares (other than succession by will or by operation of laws of
descent and distribution) and the Company shall have the right to repurchase or
recover such shares for the amount of cash paid therefor, if any, if the
Executive shall terminate employment from the Company, provided that such
transfer and repurchase restrictions shall lapse with respect to 33.33% of such
initial shares on the one-year anniversary date of the issuance of the shares
and on each subsequent anniversary of the issuance of the shares that the
Executive shall remain continuously as an employee of the Company as of such
date.
130512
|
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY LIMITED
– corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas,
_____________
ASHFORD HOSPITALITY LIMITED – be duly executed under seal as of
the date first above written.
REIT:
ASHFORD HOSPITALITY TRUST, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Dated:
--------------------------------
OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Dated:
--------------------------------
EXECUTIVE:
---------------------------------------
DOUGLAS KESSLER
Dated:
--------------------------------
-19-
{PAGE}
EXHIBIT "A"
RELEASE AND WAIVER
THIS
_____________
Ashford Hospitality Limited – as of the
_____ day of ___________, 2003 by DOUGLAS KESSLER (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
________________, 2003 and providing certain compensation and severance
_____________
dt 183249
;
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY TRUST, – EMPLOYMENT AGREEMENT - DOUGLAS KESSLER
{TEXT}
{PAGE}
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (
_____________
Ashford Hospitality Trust, – notice or communication shall have
specified to the other party hereto in accordance with this Section 17(a).
If to the Company, to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality
_____________
Ashford Hospitality Trust, – Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chief Legal Officer
-16-
{PAGE}
If to the Executive, at his last
_____________
ASHFORD HOSPITALITY TRUST, – bound hereby, the
parties hereto have caused this Agreement to be duly executed under seal as of
the date first above written.
REIT:
ASHFORD HOSPITALITY TRUST, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Dated:
--------------------------------
OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Dated:
--------------------------------
EXECUTIVE:
---------------------------------------
_____________
Ashford Hospitality Trust, – AND WAIVER (the "Termination Release") is made as of the
_____ day of ___________, 2003 by DOUGLAS KESSLER (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
_____________
dt 118665
;
| Douglas Kessler
|
| Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (72K)
Doc #130513: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and DAVID BROOKS, an individual residing in Dallas,
Texas (the "Executive").
RECITALS:
A. The REIT and the Operating Partnership (collectively, the "Company")
desire to employ the Executive in the capacities and on the terms and conditions
set out below; and
B. The Executive desires to accept such employment with the Company, on
the terms and conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. During the Term (defined below), the Executive shall be
employed by the Company as Chief Legal Officer and Secretary. At the Company's
request, the Executive shall serve the Company's subsidiaries and affiliates in
other offices and capacities in addition to the foregoing. If the Executive,
during the Term, serves in any one or more of such additional capacities, the
Executive's compensation shall not be increased beyond that provided in Sections
3, 4 or 5 below. Further, if the Executive's service in one or more of such
additional capacities is terminated, the Executive's compensation provided
herein shall not be reduced for so long as the Executive otherwise remains
employed by the Company under the terms of this Agreement.
(b) RESPONSIBILITIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
positions of Chief Legal Officer and Secretary and such other executive duties
and responsibilities as the Chief Executive Officer of the Company ("CEO") or
Board of Directors of the REIT (the "Board") shall from time to time reasonably
assign to the Executive. The Executive shall report directly to the CEO or such
person(s) as the CEO may designate from time to time.
(c) EXTENT OF SERVICES. Except for illnesses and vacation periods, the
Executive shall devote substantially all of his working time and attention and
his best efforts to the performance of his duties and responsibilities under
this Agreement and shall not be otherwise employed. However, the Executive may
(so long as the following do not materially interfere with the performance of
the Executive's duties hereunder) (i) make any passive investments (including,
without limitation, continuing existing investments with Remington Hotel
Corporation or its affiliates) where he is not obligated or required to, and
shall not in fact, devote material managerial efforts, (ii) participate in
charitable, academic or community
{PAGE}
activities or in trade or professional organizations, (iii) hold directorships
in charitable or non-profit organizations, or (iv) subject to CEO and Board
approval (which approval shall not be unreasonably withheld or withdrawn), hold
directorships in for profit companies, except only that the CEO or the Board
shall have the right to limit such services as a director or such participation
whenever the CEO or the Board shall reasonably believe that the time spent on
such activities infringes in any material respect upon the time required by the
Executive for the performance of his duties under this Agreement or is otherwise
incompatible with those duties.
2. TERM. This Agreement shall become effective as of the date of the
closing of the initial public offering of shares of the REIT's common stock (the
"Effective Date") and shall continue for a Term ending on December 31, 2006 (the
"Initial Termination Date") unless it is sooner terminated pursuant to Section
7; provided, however, that this Agreement shall be automatically extended for
one additional year on the Initial Termination Date and on each subsequent
anniversary of the Initial Termination Date, unless either the Company or the
Executive elect not to extend the Term of this Agreement by notifying the other
party in writing of such election not less than one hundred eighty (180) days
prior to the expiration of the then current Term. For purposes of this
Agreement, "Term" shall mean the actual duration of the Executive's employment
hereunder, taking into account any extension pursuant to this Section 2 or early
termination of employment pursuant to Section 7.
3. SALARY. The Company shall pay the Executive a Base Salary which
shall be payable in periodic installments, less statutory deductions and
withholdings, according to the Company's normal payroll practices. Commencing as
of the Effective Date, the Executive's base salary shall be TWO HUNDRED SIXTY
THOUSAND Dollars ($260,000) per year. The Board or a Compensation Committee duly
appointed by the Board (the "Compensation Committee") shall thereafter review
the Executive's Base Salary annually to determine within its sole discretion
whether and to what extent the Executive's salary may be increased (for the
purposes of this Agreement, the term "Base Salary" shall mean the amount
established and adjusted from time to time pursuant to this Section 3).
4. INITIAL RESTRICTED STOCK AWARD. Effective upon execution of this
Agreement, the Company shall grant to the Executive, within thirty (30) days
after the Effective Date, a restricted stock award of 0.12% of the fully-diluted
shares of the common stock outstanding on the forty-fifth (45th) day after
closing of the initial public offering of shares of the REIT's common stock,
excluding shares issued to the underwriters as compensation to the underwriters.
Such stock shall be subject to restrictions on transfer by the Executive and
repurchase by the Company such that the Executive shall not be permitted to
transfer such shares (other than succession by will or by operation of laws of
descent and distribution) and the Company shall have the right to repurchase or
recover such shares for the amount of cash paid therefor, if any, if the
Executive shall terminate employment from the Company, provided that such
transfer and repurchase restrictions shall lapse with respect to 33.33% of such
initial shares on the one-year anniversary date of the issuance of the shares
and on each subsequent anniversary of the issuance of the shares that the
Executive shall remain continuously as an employee of the Company as of such
date.
130513
|
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY LIMITED
– corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas,
_____________
ASHFORD HOSPITALITY LIMITED
– seal as of
the date first above written.
REIT:
----
ASHFORD HOSPITALITY TRUST, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Dated:____________________
OPERATING PARTNERSHIP:
---------------------
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:_____________________________________
Name:___________________________________
Title:__________________________________
Dated:____________________
EXECUTIVE:
---------
________________________________________
DAVID BROOKS
Dated:____________________
-19-
{
_____________
Ashford Hospitality Limited – as of the
_____ day of ___________, 2003 by DAVID BROOKS (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
________________, 2003 and providing certain compensation and severance
_____________
dt 183250
;
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY TRUST, – AGREEMENT - DAVID A. BROOKS
{TEXT}
{PAGE}
EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (
_____________
Ashford Hospitality Trust, – notice or communication shall have
specified to the other party hereto in accordance with this Section 17(a).
If to the Company, to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality
_____________
Ashford Hospitality Trust, – Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chief Legal Officer
-16-
{PAGE}
If to the Executive, at his last
_____________
ASHFORD HOSPITALITY TRUST, – bound hereby, the
parties hereto have caused this Agreement to be duly executed under seal as of
the date first above written.
REIT:
----
ASHFORD HOSPITALITY TRUST, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Dated:____________________
OPERATING PARTNERSHIP:
---------------------
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
_____________
Ashford Hospitality Trust, – AND WAIVER (the "Termination Release") is made as of the
_____ day of ___________, 2003 by DAVID BROOKS (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
_____________
dt 118666
;
| David Brooks
|
| Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (72K)
Doc #130514: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and DAVID KIMICHIK, an individual residing in Dallas,
Texas (the "Executive").
RECITALS:
A. The REIT and the Operating Partnership (collectively, the
"Company") desire to employ the Executive in the capacities and
on the terms and conditions set out below; and
B. The Executive desires to accept such employment with the Company,
on the terms and conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. During the Term (defined below), the Executive shall be
employed by the Company as Chief Financial Officer and Treasurer. At the
Company's request, the Executive shall serve the Company's subsidiaries and
affiliates in other offices and capacities in addition to the foregoing. If the
Executive, during the Term, serves in any one or more of such additional
capacities, the Executive's compensation shall not be increased beyond that
provided in Sections 3, 4 or 5 below. Further, if the Executive's service in one
or more of such additional capacities is terminated, the Executive's
compensation provided herein shall not be reduced for so long as the Executive
otherwise remains employed by the Company under the terms of this Agreement.
(b) RESPONSIBILITIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
positions of Chief Financial Officer and Treasurer and such other executive
duties and responsibilities as the Chief Executive Officer of the Company
("CEO") or Board of Directors of the REIT (the "Board") shall from time to time
reasonably assign to the Executive. The Executive shall report directly to the
CEO or such person(s) as the CEO may designate from time to time.
(c) EXTENT OF SERVICES. Except for illnesses and vacation periods, the
Executive shall devote substantially all of his working time and attention and
his best efforts to the performance of his duties and responsibilities under
this Agreement and shall not be otherwise employed. However, the Executive may
(so long as the following do not materially interfere with the performance of
the Executive's duties hereunder) (i) make any passive investments (including,
without limitation, continuing existing investments with Remington Hotel
Corporation or its affiliates) where he is not obligated or required to, and
shall not in fact,
{PAGE}
devote material managerial efforts, (ii) participate in charitable, academic or
community activities or in trade or professional organizations, (iii) hold
directorships in charitable or non-profit organizations, or (iv) subject to CEO
and Board approval (which approval shall not be unreasonably withheld or
withdrawn), hold directorships in for profit companies, except only that the CEO
or the Board shall have the right to limit such services as a director or such
participation whenever the CEO or the Board shall reasonably believe that the
time spent on such activities infringes in any material respect upon the time
required by the Executive for the performance of his duties under this Agreement
or is otherwise incompatible with those duties.
2. TERM. This Agreement shall become effective as of the date of the
closing of the initial public offering of shares of the REIT's common stock (the
"Effective Date") and shall continue for a Term ending on December 31, 2006 (the
"Initial Termination Date") unless it is sooner terminated pursuant to Section
7; provided, however, that this Agreement shall be automatically extended for
one additional year on the Initial Termination Date and on each subsequent
anniversary of the Initial Termination Date, unless either the Company or the
Executive elect not to extend the Term of this Agreement by notifying the other
party in writing of such election not less than one hundred eighty (180) days
prior to the expiration of the then current Term. For purposes of this
Agreement, "Term" shall mean the actual duration of the Executive's employment
hereunder, taking into account any extension pursuant to this Section 2 or early
termination of employment pursuant to Section 7.
3. SALARY. The Company shall pay the Executive a Base Salary which
shall be payable in periodic installments, less statutory deductions and
withholdings, according to the Company's normal payroll practices. Commencing as
of the Effective Date, the Executive's base salary shall be TWO HUNDRED SIXTY
THOUSAND Dollars ($260,000) per year. The Board or a Compensation Committee duly
appointed by the Board (the "Compensation Committee") shall thereafter review
the Executive's Base Salary annually to determine within its sole discretion
whether and to what extent the Executive's salary may be increased (for the
purposes of this Agreement, the term "Base Salary" shall mean the amount
established and adjusted from time to time pursuant to this Section 3).
4. INITIAL RESTRICTED STOCK AWARD. Effective upon execution of this
Agreement, the Company shall grant to the Executive, within thirty (30) days
after the Effective Date, a restricted stock award of 0.23% of the fully-diluted
shares of the common stock outstanding on the forty-fifth (45th) day after
closing of the initial public offering of shares of the REIT's common stock,
excluding shares issued to the underwriters as compensation to the underwriters.
Such stock shall be subject to restrictions on transfer by the Executive and
repurchase by the Company such that the Executive shall not be permitted to
transfer such shares (other than succession by will or by operation of laws of
descent and distribution) and the Company shall have the right to repurchase or
recover such shares for the amount of cash paid therefor, if any, if the
Executive shall terminate employment from the Company, provided that such
transfer and repurchase restrictions shall lapse with respect to 33.33% of such
initial shares on the one-year anniversary date of the issuance of the shares
and on each subsequent anniversary of the issuance of the shares that the
Executive shall remain continuously as an employee of the Company as of such
date.
130514
|
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY LIMITED
– corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas,
_____________
ASHFORD HOSPITALITY LIMITED
– seal as of
the date first above written.
REIT:
----
ASHFORD HOSPITALITY TRUST, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
Dated:____________________
OPERATING PARTNERSHIP:
---------------------
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:__________________________________
Name:________________________________
Title:_______________________________
Dated:____________________
EXECUTIVE:
---------
_____________________________________
DAVID KIMICHIK
Dated:____________________
-19-
{
_____________
Ashford Hospitality Limited – as of the
_____ day of ___________, 2003 by DAVID KIMICHIK (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
________________, 2003 and providing certain compensation and severance
_____________
dt 183251
;
Ashford
As referenced in this Employment Agreement:
ASHFORD HOSPITALITY TRUST, – EMPLOYMENT AGREEMENT - DAVID KIMICHIK
{TEXT}
{PAGE}
EXHIBIT 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (
_____________
Ashford Hospitality Trust, – communication shall have
specified to the other party hereto in accordance with this Section 17(a).
-16-
{PAGE}
If to the Company, to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality
_____________
Ashford Hospitality Trust, – Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chairman of the Board of Directors
with a copy to: Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, Suite 900
Dallas, Texas 75254
Attn: Chief Legal Officer
If to the Executive, at his last residence shown
_____________
ASHFORD HOSPITALITY TRUST, – bound hereby, the
parties hereto have caused this Agreement to be duly executed under seal as of
the date first above written.
REIT:
----
ASHFORD HOSPITALITY TRUST, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
Dated:____________________
OPERATING PARTNERSHIP:
---------------------
ASHFORD HOSPITALITY LIMITED
PARTNERSHIP
By: Ashford OP General Partner, LLC
By:
_____________
Ashford Hospitality Trust, – AND WAIVER (the "Termination Release") is made as of the
_____ day of ___________, 2003 by DAVID KIMICHIK (the "Executive").
WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
_____________
dt 118667
;
| David Kimichik
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| 2003 |
Employment Agreement
Employment Agreement (72K)
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and MARK NUNNELEY, an individual residing in Dallas,
Texas (the "Executive").
RECITALS:
A. The REIT and the Operating Partnership (collectively, the
"Company") desire to employ the Executive in the capacities and
on the terms and co |