Exhibit 10.15
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, made as of July 16, 2000, by and
between, MERISTAR MANAGEMENT COMPANY, L.L.C, (the `Employer"), and THOMAS
VINCENT (the "Executive").
Pursuant to a merger, MeriStar H&R Operating Company
("Company") is acquiring the business of BridgeStreet Accommodations, Inc.
("BridgeStreet") and will operate such business through a new division of the
Company handling corporate housing (the "Division");
The Executive is presently employed by BridgeStreet Canada,
Inc., an Ontario corporation and wholly-owned subsidiary of BridgeStreet,
pursuant to an Employment Agreement, dated January 1, 2000 (the "Existing
Agreement"); and
The Employer desires to employ the Executive as an executive
in the Division, and the Executive desires to be so employed, on the terms and
subject to the conditions set forth in this agreement (the "Agreement");
Now, therefore, in consideration of the mutual covenants set
forth herein and other good and valuable consideration the parties hereto hereby
agree as follows:
1. Employment; Term. The Employer hereby employs the
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Executive, and the Executive agrees to be employed by the Employer, upon the
terms and subject to the conditions set forth herein, for an initial term of
three (3) years (the "Term"), commencing on the date hereof (the "Commencement
Date").
2. Positions; Conduct.
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(a) The Executive will hold the title and office in
the Company of Executive Vice President. The Executive will also hold the title
of President within the Division and shall report to such person as shall be
directed, from time to time, by the Board of Directors of the Company (the
"Board"). The Executive shall be responsible for the expansion of the business
of the Company into additional cities, both in the United States and abroad, and
such other activities as the Board shall direct from time to time, and shall
perform such other specific duties and services (including service as an
officer, director or equivalent position of any direct or indirect subsidiary
without additional compensation) as the Board shall reasonably request.
(b) During the Term, the Executive agrees to devote his full
business time and attention to the business and affairs of the Company and to
faithfully and diligently perform, to the best of his ability, all of his duties
and responsibilities hereunder.
(c) It is intended that the Executive's office and place
of rendering his services under this Agreement shall be in the principal
executive offices of the Company in Washington, D.C. and that Executive shall
relocate to such area as soon as practical. The
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Executive acknowledges that, due to the nature of his position, he may be
required to engage in substantial business travel. In connection with the
Executive's relocation from Ontario, Canada to Washington, D.C. the Company and
the Executive have agreed to the relocation reimbursements set forth on Schedule
A attached hereto.
3. Salary; Additional Compensation; Perquisites and Benefits.
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(a) During the Term, the Employer will pay the Executive a base
salary at an aggregate annual rate of not less than US $220,000 per annum,
subject to review by the Compensation Committee of the Board (the "Compensation
Committee") in January 1, 2001 and annually thereafter. Such salary shall be
paid in periodic installments in accordance with the Employer's standard
practice, but not less frequently than semi-monthly.
(b) For each fiscal year during the Term, the Executive will be
eligible to participate in the bonus plan of Employer for executives at his
level as in effect from time to time with a maximum bonus potential of sixty-six
(66%) percent of base salary. The award and amount of such bonus shall be based
upon the achievement of predefined operating or performance goals and other
criteria established by the Compensation Committee, as described in the Annual
Corporate Cash Incentive Plan. For the calendar year 2000, Executive will
receive a pro-rated bonus for time worked during that year. The Employer may
also award Executive a bonus pursuant to a long-term compensation plan related
to the performance of the Division, and the structure of that plan will be
finalized by the President of MeriStar Hotels & Resorts, Inc. no later than
December 31, 2000.
(c) During the Term, the Executive will participate in all
benefit plans from time to time adopted by the Employer for similar level
executives. Summary plan descriptions describing the benefit plans presently in
effect are available for review by the Executive.
(d) The Executive shall be eligible for stock option grants from
time to time pursuant to the Company's Incentive Plan in accordance with the
terms thereof. The Compensation Committee has granted to the Executive,
effective on the Commencement Date, options to purchase 40,000 shares of the
common stock of the MeriStar Hotels & Resorts, Inc. at an exercise price equal
to the fair market value at the time of grant. Such options shall vest as
follows:
First Anniversary of the Commencement Date 33-1/3%
vested Second Anniversary of the
Commencement Date 66-2/3%
vested Third Anniversary of the
Commencement Date
100% vested
Such options shall be exercisable, subject to vesting and continued service, for
ten (10) years
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from the date of grant and in all other respects shall be subject to the terms
and conditions of the Incentive Plan.
The Company will reimburse the Executive, in accordance with
its standard policies from time to time in effect, for all out-of-pocket
business expenses as may be incurred by the Executive in the performance of his
duties under this Agreement.
(e) The Executive shall be entitled to twenty three (23)
paid-time-off days annually (not including U.S. holidays) to be credited and
taken in accordance with the Employer's policy from time to time in effect for
similar level executives.
4. Termination.
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(a) The Term will terminate immediately upon the Executive's
death or, upon thirty (30) days' prior written notice by the Employer, in the
case of a determination of the Executive's Disability. As used herein the term
"Disability" means the Executive's inability to perform his duties and
responsibilities under this Agreement for a period of more than 90 consecutive
days, or for more than 90 days, whether or not continuous, during any 365-day
period, due to physical or mental incapacity or impairment.
(b) The Term may be terminated by the Employer upon notice
to the Executive upon the occurrence of any event constituting "Cause" as
defined herein.
5. Severance.
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(a) If the Term is terminated upon the Executive's death or
Disability, the Employer will pay to the Executive's estate or the Executive, as
the case may be, a lump sum payment equal to the Executive's base salary through
the termination date, plus a pro rata portion of the Executive's bonus for the
fiscal year in which the termination occurred.
(b) If the Term is terminated by the Employer for Cause, the
Employer will pay to the Executive an aggregate amount equal to the Executive's
accrued and unpaid base salary through the date of such termination, and all
unvested options will terminate immediately and any vested options issued
pursuant to the Employer's Incentive Plan and held by the Executive at
termination, will expire ninety (90) days after the termination date.
(e) If the Term is terminated by the Employer without Cause
on other than by reason of the Executive's death or disability, the Employer
will continue to pay the Executive his then base salary for the lesser of twelve
(12) months or the remainder of the Term. In addition, the Executive will be
entitled to those stock options that have vested through the date of termination
or will vest within twelve (12) months following the date of termination.
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(d) If the Term is terminated by the Executive other than
because of death or
Disability, the Employer will pay to the Executive an aggregate amount equal to
the Executive's accrued and unpaid base salary through the date of such
termination, and all unvested options will terminate immediately and any vested
options issued pursuant to the Company's Incentive Plan and held by the
Executive at termination, will expire ninety (90) days after the termination
date.
(e) As used herein, the term "Cause" means:
(i) the Executive's failure or refusal to perform or observe
any of his duties, responsibilities or obligations set forth in this Agreement
in a professional manner or the Executive's willful malfeasance or gross
negligence in connection therewith;
(ii) Any act of the Executive involving malfeasance, fraud,
theft, misappropriation of funds, embezzlement or dishonesty affecting the
Employer;
(iii) the Executive's conviction of, or a plea of guilty or
nolo contendere to, an offense which is a felony in the jurisdiction involved;
or
(iv) the Executive's breach of any other specific provision
of this Agreement and, if such breach is curable, the failure to cure same
within thirty (30) days of written notice thereof.
6. Executive's Covenants.
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(a) The Executive acknowledges that the Company and its
subsidiaries or affiliated ventures including, without limitation the
BridgeStreet companies (collectively, the "Employer Affiliates"), own and have
developed and compile, and will in the future own, develop and compile certain
Confidential Information and that prior hereto and during the course of his
rendering services hereunder Confidential Information has and will be disclosed
to the Executive by the Company Affiliates. The Executive hereby agrees that,
during the Term and for a period of three years thereafter, he will not use or
disclose, furnish or make accessible to anyone, directly or indirectly, any
Confidential Information of the Company Affiliates.
(b) As used herein, the term "Confidential Information~~
means any trade secrets, confidential or proprietary information, or other
knowledge, know-how, information, documents or materials, owned, developed or
possessed by a Company Affiliate pertaining to its businesses the
confidentiality of which such Company takes reasonable measures to protect,
including, but not limited to, trade secrets, techniques, know-how (including
designs, plans, procedures, processes and research records), software, computer
programs, innovations, discoveries, improvements, research, developments, test
results, reports, specifications, data, formats, marketing data and business
plans and strategies, customer lists, client lists and client contact lists,
agreements and other forms of documents, expansion plans, budgets, projections,
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and salary, staffing and employment information.
(c) During the Term and for a period of twenty-four months
after the termination of his employment with the Employer, with or without
Cause, the Executive will not, directly or indirectly, as a principal, agent or
otherwise, engage or participate in, or as an employee, consultant or advisor
render services or advise with respect to any type of business or enterprise
that at any time during such period competes with the Company or any Company
Affiliate in the business of providing direct lodging and related services
including, without limitation, the providing of temporary and permanent lodging
accommodations and related services within fifty (50) miles of any geographic
area in which the Company or its affiliates conduct business or plan to conduct
business within six months after termination; provided, however, that nothing
herein contained shall restrict the Executive from making any investments of up
to five (5%) of the securities of any company or enterprise whose securities is
listed on a national securities exchange or actively traded in the
over-the-counter market, so long as such investment does not give the Executive
the right to control or influence the policy decisions of any such business or
enterprise.
(d) The Executive agrees that during his employment
hereunder and for a period of twenty-four months thereafter he will not solicit,
raid, entice or induce any person that then is or at any time during the
twelve-month period prior to the end of the Term was an employee of a Company
Affiliate (other than a person whose employment with such Company Affiliate has
been terminated by such Company Affiliate), to become employed by any person,
firm or corporation.
7. Specific Performance.
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(a) The Executive acknowledges that the services to be
rendered by him hereunder are of a special, unique, extraordinary and personal
character and that the Company and the Company Affiliates would sustain
irreparable harm in the event of a violation by the Executive of Section 6
hereof. Therefore, in addition to any other remedies available, the Company and
the Company Affiliates shall be entitled to specific enforcement and/or an
injunction from any court of competent jurisdiction restraining the Executive
from committing or continuing any such violation of this Agreement without
proving actual damages or posting a bond or other security. Nothing herein shall
be construed as prohibiting the Company or any Company Affiliate from pursuing
any other remedies available to it for such breach or threatened breach,
including the recovery of damages.
(b) If any of the restrictions on activities of the
Executive contained in Section 6 hereof shall for any reason be held by a court
of competent jurisdiction to be excessively broad, such restrictions shall be
construed so as thereafter to be limited or reduced to be enforceable to the
maximum extent compatible with the applicable law as it shall then appear; it
being understood that by the execution of this Agreement the panties hereto
regard such restrictions as reasonable and compatible with their respective
nights.
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8. Withholding Taxes. The parties agree that all payments
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to be made to the Executive by the Employer pursuant to the Agreement shall be
subject to all applicable withholding tax obligations of such Employer.
9. Notices. All notices required or permitted hereunder
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shall be in writing and shall be deemed given and received when delivered
personally, four (4) days after being mailed if sent by registered or certified
mail, postage pre-paid, or by one (1) day after delivery if sent by air courier
(for next-day delivery) with evidence of receipt thereof or by facsimile with
receipt confirmed by the addressee. Such notices shall be addressed
respectively:
If to the Executive, to:
Thomas Vincent
1434 Buena Vista Ave.
McLean, VA 22101
If to the Employer, to:
MeriStar Hotels & Resorts, Inc.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Attention: General Counsel
Fax No.: (202) 295-1026
Or to any other address of which such party may have given notice to the other
parties in the manner specified above.
10. Miscellaneous.
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(a) This Agreement is a personal contract calling for the
provision of unique services by the Executive, and the Executive's rights and
obligations hereunder may not be sold, transferred, assigned, pledged or
hypothecated by the Executive. The rights and obligations of the Employer
hereunder will be binding upon and run in favor of their respective successors
and assigns.
(b) This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware, without
regard to conflict of laws principles.
(c) Any controversy arising out of or relating to this
Agreement or any breach hereof shall be settled by arbitration in Washington,
D.C. by a single neutral arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon any
award rendered may be entered in any court having jurisdiction thereof, except
in the event of a controversy relating to any alleged violation by the Executive
of Section 6 hereof, in which case the Employer shall be entitled to seek
injunctive relief from a court of competent jurisdiction without the requirement
to seek arbitration.
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(d) The headings of the various sections of this Agreement
are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.
(e) The provisions of this Agreement which by their terms
call for performance subsequent to the expiration or termination of the Term
shall survive such expiration or termination.
(f) This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and undertakings, both written and oral, among the
parties with respect to the subject matter hereof, all of which shall be
terminated on the Commencement Date. In particular, the Executive hereby agrees,
for the benefit of the Company and of BridgeStreet Canada, Inc., that the term
of the Existing Agreement shall terminate on the Commencement Date.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
EXECUTIVE:
/s/ Thomas Vincent
EMPLOYER:
MeriStar Management Company, L.L.C.
By: /s/ Christopher L. Bennett
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Christopher L. Bennett
Vice President, Legal
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SCHEDULE A
RELOCATION REIMBURSEMENTS
1. The Employer shall reimburse the Executive for the reasonable out-of-pocket
expenses, including but not limited to airfare, car rental, accommodation and
meals, as required and incurred by the Executive and his immediate family in up
to three trips from Ontario, Canada to Washington, D.C. for the purposes of
acquiring a new personal residence in the Washington, D.C. metropolitan area (a
"New Residence").
2. The Employer shall reimburse the Executive for the reasonable out-of-pocket
expenses, including but not limited to packing, transportation, pickup,
delivery, and unpacking incurred by the Executive in the relocation of his and
his immediate family's household goods and up to three personal vehicles from
Ontario, Canada to any New Residence purchased by the Executive.
3. The Employer shall reimburse the Executive for closing and other incidental
costs, including legal costs, loan application fees, loan origin fees,
commissions, transfer taxes, home inspection fees, escrow fees, closing costs
and other actual expenses in connection with the selling of their existing
residence in Canada and the purchase of a New Residence in an amount not to
exceed seven (7%) percent of the full purchase price of such New Residence;
provided, that no such reimbursement for "points" or other similar charges shall
exceed one (1%) percent of such purchase price.
4. The Employer shall reimburse the Executive for $20,000 of incidental expenses
incurred by the Executive and his immediate family in connection with relocation
to the Washington, D.C. metropolitan area.
5. The Employer shall provide the Executive and his immediate family with up to
ninety (90) days lodging in the Washington, D.C. area (which may be in a hotel
or corporate housing accommodations owned or managed by the Company or its
affiliates) pending the acquisition of a New Residence by the Executive.
6. If any of the above amounts reimbursed to the Executive by the Employer
constitutes taxable income to the Executive, such reimbursement shall be
"grossed-up" so as to be tax neutral to the Executive.
7. The Employer shall provide professional assistance, including any legal,
accounting or tax advice to the Executive in connection with the Executive's
preparation of his tax returns in the United States for the year 2000 and pay
for related fees regarding any tax or relocation assistance, plus fees
associated with obtaining a green card or landed immigrant status on behalf of
the Executive for employment by the Employer.
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