Exhibit 7
Renaissance Hotel Group N.V.
Executive Stay Bonus Plan
ARTICLE 1.
PURPOSE AND DEFINITIONS
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1.1. Purpose. The purpose of this Renaissance Hotel Group N.V. Executive
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Stay Bonus Plan ("Plan") is to reward those executives and other key
employees whose management and individual performance have a direct
impact on achieving the Company's objectives in connection with a
planned change of control and to provide an incentive for the Company's
executives and other key employees to continue in the employ of the
Company or its Subsidiary and to put forth maximum efforts on behalf of
the Company.
1.2. Definitions. The following words and phrases as used herein shall
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have the following meanings, unless a different meaning is required by
the context:
"Board of Directors" or "Board" shall mean the Board of Managing
Directors of the Company as constituted at any time.
"Bonus Amount" shall mean, with respect to a Participant, the amount of
the bonus pool allocated to the Participant pursuant to Section 2.2.
"Change of Control" shall mean the first to occur of the following
events:
(a) the sale or other divestiture of all or substantially all
of the assets of the Company or of the Subsidiary;
(b) the acquisition by any person or affiliated group of
persons of more than 50% of the outstanding common stock of
the Company or of the Subsidiary; or
(c) a change in the composition of the Board such that a
majority of the Board is not comprised of persons
affiliated with or employed by New World Group Members (as
such term is defined in the Company's prospectus with
respect to its September 1995 initial public offering.)
"Committee" shall mean the Compensation Committee of the Board.
"Company" shall mean Renaissance Hotel Group N.V., and any successors
thereto by merger, consolidation, liquidation or other reorganization.
"Executive Officer" shall mean each executive officer of the Company or
the Subsidiary.
"Participant" shall mean any employee who is entitled to participate in
the Plan in accordance with Section 2.1.
"Subsidiary" shall mean Renaissance Hotel Operation Company, a
subsidiary of the Company.
ARTICLE 2
PARTICIPATION AND BONUSES
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2.1 Participation. The Board may designate, upon the recommendation of
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management, the Chairman of the Board or the Committee, any
Executive Officer or other employee whose services are considered
extraordinary in connection with a Change of Control, as a
Participant in the Plan.
2.2 Amount of Bonus Pool and Allocation Thereof. There shall be a
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bonus pool of $1,000,000. The portion of the bonus pool that will
be allocated to each Participant shall be determined by the Board
in its discretion on the basis of the recommendations of the
Chairman thereof or the Committee.
2.3 Entitlement; Payment in Lump Sum. A Participant shall be entitled
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to receive his or her Bonus Amount if he or she remains
continuously employed by the Company or the Subsidiary until the
consummation of the Change of Control (or until immediately prior
thereto). The Bonus Amount shall be paid to each Participant
entitled thereto in a lump sum by the Company or the Subsidiary
upon or immediately prior to the consummation of the Change of
Control. Notwithstanding the foregoing, if a Participant's
employment terminates prior to the consummation of a Change of
Control due to his or her permanent and total disability or death,
the Participant or the Participant's estate shall be entitled to
receive such portion, if any, of his or her Bonus Amount as the
Board shall determine.
2.4 Withholding. Payments under the Plan are subject to such federal,
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state and local income tax withholding and all other federal, state
and local taxes as are applicable. The Company and the Subsidiary
shall withhold from any payments it makes all applicable federal,
state and local withholding taxes.
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ARTICLE 3
ADMINISTRATION
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3.1 Plan Administrator. The Company shall be the Plan Administrator
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and shall administer the Plan through the Committee.
3.2 Powers. The Committee shall have the authority and power to do all
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things necessary or convenient in its reasonable judgment to effect
the intent and purposes of the Plan, whether or not such powers are
specifically set forth herein.
3.3 Binding Authority. The decisions of the Committee shall be final
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and conclusive for all purposes of the Plan.
3.4 Exculpation. No member of the Board or Committee shall be
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directly or indirectly responsible or otherwise liable by reason of
any action or default in connection with the Plan, or by reason of
the exercise of or failure to exercise any power or discretion in
connection with the Plan, except for any action, default, exercise
or failure to exercise in connection with the Plan resulting from
such member's bad faith, gross negligence or willful misconduct. No
member of the Board or Committee shall be liable in any way for the
acts or defaults of any other member of the Board, or any of its
advisors, agents or representatives.
3.5 Indemnification. The Company shall indemnify and hold harmless
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each member of the Board and Committee against any and all expenses
and liabilities in connection with the Plan arising out of his
membership on the Board or Committee, except for expenses and
liabilities arising out of a member's bad faith, gross negligence
or willful misconduct.
3.6 Compensation and Expenses. Members of the Board or Committee who
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are employees of the Company shall not receive any compensation for
their services rendered as such members. The Company shall pay for
all expenses of the Board and Committee reasonably incurred in
connection with the Plan, including but not limited to legal
expenses.
3.7 Information. The Company and the Subsidiary shall furnish to the
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Committee all information the Committee may deem appropriate for
the exercise of its powers and duties in the administration of the
Plan. Such information shall be conclusive for all purposes of the
Plan, and the Committee shall be entitled to rely thereon without
any investigation thereof.
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ARTICLE 4
GENERAL PROVISIONS
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4.1 Non-Property Interest. All benefits payable under the Plan shall
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be paid out of the general assets of the Company or the Subsidiary.
Any Participant who may have or claim any interest in or right to
any compensation, payment or benefit payable hereunder, shall have
solely the status of a general unsecured creditor of the Company
and the Subsidiary and the Plan constitutes a mere promise by the
Company and the Subsidiary to make benefit payments in the future.
Nothing herein contained shall be construed to give to or vest in
the Participant or any other person now or at any time in the
future, any right, title, interest or claim in or to any specific
asset, fund, reserve, account, insurance or annuity policy or
contract or other property of any kind whatsoever owned by the
Company or the Subsidiary, or in which the Company or the
Subsidiary may have any right, title or interest now or at any time
in the future. It is the intention of the Company, the Subsidiary
and Participants that the Plan be unfunded for tax purposes.
4.2 Other Rights. The Plan shall not affect or impair the rights or
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obligations of the Company or the Subsidiary or a Participant under
any other written plan, contract, arrangement, or pension, profit
sharing or other compensation plan.
4.3 Amendment or Termination. The Plan may be amended, modified,
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suspended, or terminated by the Company at any time and from time
to time by action of the Board; provided, however, that any such
amendment, modification, suspension or termination which would
adversely affect the rights of any person who is then a Participant
shall be subject to the prior written consent of such Participant.
4.4 Severability. If any term or condition of the Plan shall be
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invalid or unenforceable to any extent or in any application, then
the remainder of the Plan, with the exception of such invalid or
unenforceable provision, shall not be affected thereby and shall
continue in effect and application to its fullest extent.
4.5 No Employment Rights. Neither the establishment of the Plan, any
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provisions of the Plan, nor any action of the Board or the
Committee shall be held or construed to confer upon any employee
the right to a continuation of employment by the Company or the
Subsidiary. Subject to any applicable employment agreement, the
Company and the Subsidiary each reserves the right to dismiss any
employee, or otherwise deal with any employee to the same extent as
though the Plan had not been adopted.
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4.6 Incapacity. If the Committee determines that a Participant is
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unable to care for his or her affairs because of illness or
accident, any benefit due the Participant may be paid to the
Participant's spouse or to any other person deemed by the Committee
to have incurred expense for such Participant (including a duly
appointed guardian, committee or other legal representative), and
any such payment shall be a complete discharge of the Company's or
the Subsidiary's obligation hereunder.
4.7 Transferability of Rights. The Company and the Subsidiary each
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shall have the unrestricted right to transfer its obligations under
the Plan with respect to one or more Participants to any person,
including, but not limited to, any purchaser of all or any part of
the Company's business. A Participant's rights to benefit payments
under the Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant. Any
attempt to transfer or assign a benefit, or any rights granted
hereunder, by a Participant shall, in the sole discretion of the
Committee (after consideration of such facts as it deems
pertinent), be grounds for terminating any rights of the
Participant to any portion of the Plan benefits not previously
paid.
4.8 Governing Law. The Plan shall be construed, administered, and
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enforced according to the laws of the State of New York, except to
the extent that such laws are preempted by the federal laws of the
United States of America.
4.9 Gender Neutrality. The masculine pronoun shall be deemed to
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include the feminine, and the singular number shall be deemed to
include the plural unless a different meaning is plainly required
by the context.
4.10 Effective Date. The Plan was authorized and adopted by the Board
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as of, and shall be effective at, January 10, 1997.
RENAISSANCE HOTEL GROUP N.V.
By:
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