AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
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This Amendment No. 3 to Employment Agreement (this "Agreement") is made
and entered into as of the 23rd day of November, 1999, by and between Amerihost
Properties, Inc. (the "Company") and Michael P. Holtz ("Executive").
WITNESSETH:
WHEREAS, the Company and Executive entered into that certain Employment
Agreement (the "Original Employment Agreement"), dated April 7, 1995, by and
between the Company and Executive, which Original Employment Agreement
previously was amended by that certain Amendment No. 1 to Employment Agreement
(the "First Amendment) dated as of February 4, 1997 and again was amended by
that certain Amendment No. 2 to Employment Agreement (the "Second Amendment)
dated April 13, 1999 by and between the Company and Executive (the Original
Employment Agreement and the First and Second Amendment, collectively, the
"Employment Agreement"); and
WHEREAS, pursuant to the Employment Agreement, Executive is currently
employed by the Company as its President and Chief Executive Officer; and
WHEREAS, the Company and Executive desire to continue Executive's
employment by the Company is such positions, pursuant to the terms of the
Employment Agreement, as modified hereby.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements of the parties herein contained, the parties hereto hereby agree as
follows:
1. The base pay of $325,000 shall remain constant during the term of this
Amendment.
2. The Agreement will automatically renew for a period of three years
unless the Company notifies the Executive in writing at least 12 months
prior to the termination of this Agreement.
3. Beginning with the calendar year 2000, the Executive will also be
compensated under the following bonus plan:
a. The Executive will be paid a bonus of $12,500 if the Company
realizes the annual EBITDAR and an additional $12,500 if the
Company realizes the annual Earnings Per Share as defined in the
approved budget each year. This will be paid within 10 days of the
filing of the 10K for the period.
b. The Executive will be paid a bonus for each franchise agreement
executed by the Company. This will be earned and paid at the
execution of the franchise agreement. The bonus is defined as
follows:
0 to 10 franchise agreements................. No Bonus 11 to
20 franchise agreements.....................$1,000 per franchise
Over 20 franchise agreements.............$ 1,500 per franchise
c. The Executive will be paid a bonus on Same Room Revenue increases
over the same quarter in the previous year. The Executive will be
paid a bonus of $500.00 for each percentage point increase in Same
Room Revenue over the prior period. This will be effective for the
total AmeriHost Inn hotel brand and will be calculated and paid on
a quarterly basis.
4. Compensation in Warrants: This section shall be modified that on
January 1st of each ensuing calendar year this agreement is in affect,
the Executive shall receive a total of 100,000 options at the market
price on the day they are issued. These options will vest as follows:
o 50,000 will vest in 90 days from the date issued
o 50,000 will vest at the filing of the 10K for the Company
if the Company attains its annual budgeted and Board
approved Net Income, EBITDAR, or Operating Income for the
year.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
EXECUTIVE AMERIHOST PROPERTIES, INC.
/s/Michael P. Holtz By: /s/Salomon J. Dayan
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Michael P. Holtz Salomon J. Dayan
Chairman
Compensation Committee