THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
DATED AS OF JANUARY 31, 1992
BETWEEN
HFS INCORPORATED
AND JOHN D. SNODGRASS
THIS THIRD AMENDMENT entered into as of October __, 1996 between JOHN D.
SNODGRASS (the "Employee") and HFS INCORPORATED, formerly known as Hospitality
Franchise Systems, Inc., a Delaware corporation ("HFS").
WITNESSETH:
WHEREAS, the Employee and HFS desire to amend the Employment Agreement dated as
of January 31. 1992 (the "Agreement") between HFS and the Employee to extend the
term of the Agreement to December 31, 1998 and to provide certain supplemental
terms and provisions to the Agreement.
NOW, THEREFORE, in consideration of the respective promises contained herein and
the agreement of the Employee and HFS to continue the employee-employer
relationship through the date of the execution of this Third Amendment and,
thereafter, to the extent the parties so desire pursuant to the terms of the
Agreement, the parties agree that the Agreement shall be amended and
supplemented as follows:
1. Section 2 of the Agreement is amended to read in its entirety
as follows:
"The term of the Employee's employment under this Agreement
shall be for a period from the Effective Date through December
31, 1998, unless terminated sooner as hereinafter provided
(the "Term of this Agreement").
2. In addition to all other compensation and benefits provided in the
Agreement, the Employee shall be granted during or before May 1997 and May 1998
stock options to purchase 250,000 shares of HFS Common Stock as of each grant
(or a total of 500,000 shares) under the HFS 1993 Stock Option Plan, as amended
(the "Plan"), with exercise prices equal to the Fair Market Value of HFS Common
Stock (as defined in the Plan) on the date of the respective grant; provided
that the obligation to make such stock option grants shall be subject to the
availability of an adequate number of shares of HFS Common Stock reserved for
stock option grants under the Plan at the time such options are provided herein
to be granted. Such stock options will be evidenced by stock option agreements
substantially in the form attached hereto as Exhibit A and shall be subject to
the provisions of the Amendment to Stock Options, dated the same date as this
Third Amendment, between HFS and the Employee. Unless otherwise requested by the
Employee prior to each stock option grant, the applicable stock option agreement
will provide for the assignability of such stock options as provided in the
Plan. Such number of shares of HFS Common Stock for which stock options are to
be granted as provided
herein shall be adjusted appropriately to give effect to stock splits, stock
dividends and similar changes in capitalization affecting the HFS Common Stock
taking effect prior to the grant of the respective stock options.
3. Notwithstanding any provisions of the Agreement to the contrary,
from and after June 1, 1997 the Employee may relocate his personal residence to
the Atlanta, Georgia area without being deemed to have breached the Agreement by
virtue of such relocation, provided that he continues to comply with all of his
other obligations under the Agreement. Notwithstanding any such relocation, the
Employee's office and principal place of business shall continue to be located
at the HFS headquarters which is currently in Parsippany, New Jersey.
4. From and after June 1, 1997 HFS will make available to the Employee,
the use of a Hawker 800 aircraft (or similar aircraft) for personal and business
purposes, the cost of which will be charged to the Employee and/or HFS in
accordance with the currently existing HFS policies governing such matters. The
availability and use of such aircraft shall be in addition to the use of any
aircraft owned or leased by HFS from time to time in accordance with HFS's
policy relating to use of such aircraft in effect from time to time.
5. Notwithstanding any provisions of the Agreement to the contrary
(including subparagraph (4) of the "Good Reason" definition in Section 8.3), it
is mutually understood and agreed that from and after September 1, 1997, the
persons directly reporting to the Employee may be limited to the senior officers
of HFS having responsibility over the hotel franchising group, the real estate
brokerage franchising group and the franchise sales function, which officers are
currently John Russell, Richard Smith and John Osborne, respectively.
6. Except to the extent modified and supplemented by the provisions
of this Third Amendment, the Agreement shall remain in effect as on the date
hereof.
IN WITNESS WHEREOF, the Employee and HFS have executed this Third
Amendment as of the date first above written.
HFS INCORPORATED
By:_________________________________
EMPLOYEE
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John D. Snodgrass