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EMPLOYMENT AGREEMENT
AGREEMENT (this "Agreement"), made and entered into as of the first day of
March, 1993, by and between PRIME HOSPITALITY CORP. ("Corporation"), and JOHN
STETZ, residing at 76 Heller Way, Upper Montclair, New Jersey 07043
("Associate").
W I T N E S S E T H:
In consideration of the mutual covenants and obligations hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Subject to the terms and conditions contained in this
Agreement, Corporation employs Associate and Associate agrees
to serve Corporation for a one year term beginning on the date
hereof, and ending on the date which is one year after the
date of this Agreement.
2. So long as this Agreement shall continue in effect, Associate
shall devote all of Associate's business time and energies to
the business and affairs of the Corporation; use Associate's
best efforts skills, and abilities to promote the
Corporation's business and interests, and perform such duties
as may be assigned to Associate by the President of
Corporation, or such other person as the President of the
Corporation may designate.
3. It is understood and agreed that the Associate's position
shall be Vice President-Development of the Corporation and his
primary responsibilities shall be the marketing, promoting and
negotiating of commercial management agreements with hotel
owners, including life insurance companies, other financial
institutions and private owners; and the planning and growth
of the Wellesley Inn and AmeriSuites hotel chains, including
site selection and conversion of hotel properties. Associate
shall have such reasonable authority as shall be required to
enable Associate to discharge such duties in an efficient
manner, provided, however, Associate agrees that the Board of
Directors and President of the Corporation may place
restrictions on such authority in order that Associate may not
bind the Corporation without the prior consent and approval of
certain officers of the Corporation. Prior to the execution
of any contract (written or oral), Associate agrees that all
contracts which will bind the Corporation must be reviewed by
and receive the approval of the President of the Corporation.
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4. The Corporation will pay Associate on a weekly basis for all
services to be rendered at an annual salary of ONE HUNDRED
FIFTEEN THOUSAND AND NO/100 ($115,000.00) DOLLARS, less any
and all applicable taxes and withholdings. In addition,
Associate shall receive a commission of ten (10%) per cent
of the first year base management fee (capped at $20,000)
for each management agreement completely executed. The
commission shall be due and payable to Associate upon the
receipt of management fees by the Corporation.
5. Associate shall be entitled to all benefits and insurance
normally given to or received by all employees of Corporation
(subject to change) and shall receive the use of a company car
approved by the President of Corporation.
6. Corporation shall pay or reimburse Associate for all
reasonable and necessary expenses incurred by Associate in
connection with the performance of services under this
Agreement. All such expenses shall be approved in writing
prior to payment by Associate's immediate superior, who shall
have the sole power to determine whether or not said expenses
were reasonable and necessary.
7. During the term of this Agreement and in the event that
Associate resigns or departs from the employ of the
Corporation, with or without the approval of the Board of
Directors, or is discharged for cause, Associate shall for a
period of twelve (12) months after such resignation, discharge
or departure, keep confidential any and all information
obtained by Associate in the course of Associate's employment
about Corporation and its affiliates and their respective
business.
8. This Agreement shall terminate if Associate shall die or
become so disabled that the President of the Corporation shall
determine that Associate is unable to perform the functions
for which Associate has been hired.
The President of the Corporation may dismiss the Associate at
any time for cause and this Agreement shall terminate. The
term "cause" shall mean disloyalty, dishonesty or illegal
conduct, neglect by Associate of Associate's duties hereunder,
willful misconduct of Associate in connection with the
performance of Associate's duties, or in the event the
Associate shall violate any of the material terms contained in
the Corporation's Handbook for Prime Associates. In the
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event the President determines to dismiss Associate for cause,
Associate agrees that this Agreement shall terminate and
Associate shall be removed from all positions held by
Associate with the Corporation effective upon the delivery of
notice of such determination to Associate.
Associate further agrees that the President of the Corporation
may dismiss Associate at any time, without cause and this
Agreement shall terminate; however, in such event Associate
shall be paid an amount equal to the remaining amount of any
unpaid Associate's then current annual salary in a lump sum,
less applicable taxes and withholdings.
9. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and the parties hereto
have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not
set forth herein. No modification of this Agreement shall be
valid unless made in writing and signed by the parties hereto.
10. The waiver or breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver or breach
of any other term or condition.
11. This Agreement shall be construed in accordance with the laws
of the State of New Jersey.
12. This Agreement shall extend to and be binding upon Associate,
his executors, administrators, legal representatives, heirs
and distributees, and Corporation, its successors and assigns.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officers and the Associate has hereunto set his hand and
seal all as of the day and year first above written.
PRIME HOSPITALITY CORP.
By:
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David A. Simon, President
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John Stetz