Exhibit 10.8
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT is made and entered into as of the 31st day of
October, 2000, by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Hotels, Inc. (the "Company") and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Executive") (the "Second Amendment").
WHEREAS, the Company and Executive previously entered into an
Employment Agreement dated as of May 1, 1995, (the "Agreement") and a First
Amendment to Employment Agreement dated as of the October 31, 1997 (the "First
Amendment"), and Company and Executive now desire to amend the terms of the
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
provisions set forth herein and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree to amend the Agreement as follows:
1. Paragraph 2 - Term shall be amended in its entirety as follows:
"This Agreement shall continue for a renewal term of three
(3) years (the "Renewal Term"), commencing May 1, 2001, and
continuing thereafter from year to year, provided that either the
Company or the Executive may terminate such employment at the end
of the Renewal Term by giving the other not less than six
months' prior written notice of such termination."
2. Paragraph 3(a) - Compensation shall be amended in its entirety as
follows:
"Base salary. During the Renewal Term, the Executive shall
receive a base salary of One Hundred Fifty-five Thousand Dollars
($155,000.00) (the "Base Salary"), payable in accordance with the
Company's normal payroll practices for salaried employees. The
Base Salary shall be reviewed annually and may be increased (but
not decreased) in the course of each such review. Under no
circumstances shall any increase in the Base Salary (i) limit or
reduce any other obligation to the Executive under this Agreement
or (ii) be later reduced or eliminated once effective."
3. Paragraph 5 - Termination shall be amended to add the following
paragraph as Paragraph 5, subparagraph (c):
3. In the event that (i) there is a change in control of Company; or
(ii) all or substantially all of the assets of Company are
disposed of pursuant to a merger, consolidation, or other
transaction in which Company is not the surviving corporation,
Executive may, at her option be relieved of her obligation
pursuant to this Agreement, and Company will pay the Executive an
amount equal to twelve (12) multiplied by the sum of Executive's
monthly salary in effect immediately prior to the termination,
plus an amount equal to Executive's annual award actually paid
under Company's incentive compensation plan for the calendar year
immediately preceding the termination, in twelve (12) equal
monthly installments, beginning on the first day of the month
immediately following the month in which the termination occurs.
4. Continuing Validity. Except as expressly modified herein, all
remaining terms and conditions of the Agreement shall remain in
full force and effect.
COMPANY
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Hotels, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
EXECUTIVE
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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