AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement ("Agreement") is made and
entered into as of the 4th day of February, 1997 by and between Amerihost
Properties, Inc. ("Company") and Michael P. Holtz ("Executive") and amends that
Employment Agreement (the "Employment Agreement") between the Company and the
Executive, dated as of April 7, 1995.
WITNESSETH:
WHEREAS, pursuant to the Employment Agreement the Executive is
currently employed by the Company as its President and Chief Executive Officer;
WHEREAS, the Company and Executive desire to continue Executive's
employment by the Company in 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 agree as follows:
1. The parties hereto agree that Exhibit A to the Employment
Agreement shall be amended and restated in its entirety to read as attached
hereto.
2. Notwitstanding Section 1 hereof, the parties hereto agree that,
for purposes of Sections 5, 6 and 7 of the Employment Agreement, the term
"Exhibit A" as used therein shall refer to that Exhibit A, dated as of April 7,
1995, which was attached to the Employment Agreement on the date of its
execution, a copy of which is attached hereto, without regard to any subsequent
amendments thereto (whether hereby or otherwise).
3. Except as amended hereby, the parties hereto agree that the terms
and provisions of the Employment Agreement shall continue in full force and
effect.
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
EXECUTIVE AMERIHOST PROPERTIES, INC.
By:
Michael P. Holtz H. Andrew Torchia
Chairman of the Board
EXHIBIT A
TO
EMPLOYMENT AGREEMENT
Dated as of February 4, 1997
Executive: MICHAEL P. HOLTZ
Annual Cash Compensation:
Base Salary
Initial Term: 1995 - $325,000
1996 - $375,000
1997 - From January 1, 1997 through January 25, 1997,
Executive shall be paid on the basis of an annual
base salary of $425,000. Thereafter Executive shall
be paid on the basis of an annual base salary of
$325,000.
Annual Bonus
and Remainder of
Renewal Term: In December of each year, beginning December 1997, the
Compensation Committee of the Company's Board of Directors
will determine (i) a performance bonus to be paid to
Executive for the then-current year and (ii) Executive's
base salary for the following year, which base salary will
not be less than Executive's then-existing base salary.
Payment: Base salary shall be paid in 26 equal bi-weekly
installments, less such deductions as shall be required to
be withheld pursuant to applicable law and regulations.
Compensation in Stock Options:
In 1995 the Executive received warrants for the years 1995-1997, in the amounts
described below.
Initial Term 1995 - 175,000
1996 - 85,000
1997 - 100,000
Renewal Term Each year of the Renewal Term, the Executive shall be
entitled to receive stock options pursuant to the Company's
1996 Omnibus Incentive Stock Plan. The maximum number of
stock options the Executive is entitled to receive shall
increase over the Executive's then current entitlement
(excluding the stock options to be received by the Executive
on February 3, 1997, as described below) by a factor of ten
percent (10%) or by the then current rate of inflation,
whichever is greater. Should the Employment Agreement be
renewed, all stock options for the Renewal Term shall be
issued on January 1, 1998 at the closing price of the stock
on the closest preceding trading day. The number of stock
options issued on January 1, 1998 shall be equal to the
total the Executive is entitled to receive during the
Renewal Term based on a 10% increase in number each year and
such shares shall vest on January 1 of the year with respect
to which they are awarded. If during the Renewal Term, the
Executive is entitled to receive additional stock options
because inflation has exceeded 10%, such additional stock
options shall be issued on January 1 of the entitlement year
at the closing price of the stock on the closest preceding
trading day.
Options to be received
on February 3, 1997 In addition to those warrants and stock options described
above, on February 3, 1997, the Executive shall be entitled
to receive stock options exercisable into an aggregate of
50,000 shares of the Company's common stock. Such options
shall be immediately vested, shall survive for a period of
10 years and shall have an exercise price equal to $1.53125
per share.
Vacation: 4 weeks (160 hours) per year.
EXECUTIVE AMERIHOST PROPERTIES, INC.
Michael P. Holtz H. Andrew Torchia
Chairman of the Board
This Exhibit A may be amended from time to time by an Exhibit A in similar form
bearing a later effective date and the signatures of the Company and Executive.