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EXHIBIT 10.15(a)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of May 28, 1996, is
made and entered into by and between Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), and Milton Fine (the "Executive").
RECITALS
A. The Company desires to obtain the services of the Executive as
the Chairman of the Board of the Company;
B. Concurrently herewith, the Company and the Executive have
entered into a Shareholder Agreement pursuant to which the Company, the
Executive and certain other shareholders of the Company will impose certain
restrictions on the transfer of shares of the common stock of the Company held
thereby (the "Shareholder Agreement") and a Severance Agreement pursuant to
which the Company may provide certain severance benefits to the Executive (the
"Severance Agreement"); and
C. The Executive desires to provide his services to the Company
on the terms and conditions herein provided.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this Agreement
with initial capital letters:
(a) "BASE PAY" means the salary provided for in Section
4(a), as such amount may be adjusted hereunder.
(b) "BOARD" means the Board of Directors of the Company
or an authorized committee thereof.
(c) "CAUSE" means that the Executive shall have
committed:
(i) an intentional act of fraud, embezzlement or
theft in connection with his duties or in the course of his employment
with the Company or any Subsidiary;
(ii) intentional wrongful damage to property of
the Company or any Subsidiary;
(iii) intentional Unauthorized Disclosure, Use or
Solicitation; or
(iv) intentional wrongful engagement in any
Competitive Activity;
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and any such act shall have been materially harmful to the Company. For
purposes of this Agreement, no act or failure to act on the part of the
Executive will be deemed "intentional" if it was due primarily to an error in
judgment or negligence, but will be deemed "intentional" only if done or
omitted to be done by the Executive not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Executive will not be deemed to have been
terminated for "Cause" hereunder unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three quarters of the full Board of Directors
then in office at a meeting of the Board of Directors called and held for such
purpose, after reasonable notice to the Executive and an opportunity for the
Executive, together with his counsel (if the Executive chooses to have counsel
present at such meeting), to be heard before the Board, finding that, in the
good faith opinion of the Board, the Executive had committed an act
constituting "Cause" as herein defined and specifying the particulars thereof
in detail, provided, however, that nothing herein will limit the right of the
Executive or his beneficiaries to contest the validity or propriety of any such
determination and such determination, albeit a condition to any termination for
"Cause" as aforesaid, will not create any presumption that "Cause" in fact
exists.
(d) "COMPETITIVE ACTIVITY" means any act by the Executive
that is prohibited under Section 6(a).
(e) "DISABILITY" means the Executive's inability, as a
result of mental or physical illness, injury or disease, substantially to
perform his material duties and responsibilities under this Agreement for a
period of 180 consecutive calendar days within any 12-month period.
(f) "EMPLOYEE BENEFITS" means the perquisites, benefits
and service credit for benefits as provided under any and all employee welfare
benefit policies, plans, programs or arrangements in which Executive is
entitled to participate, including without limitation any group or other life,
health, medical/hospital or other insurance (whether funded by actual insurance
or self-insured by the Company), disability, salary continuation, expense
reimbursement and other employee benefit policies, plans, programs or
arrangements that may now exist or any equivalent successor policies, plans,
programs or arrangements that may be adopted hereafter by the Company.
(g) "SUBSIDIARY" means an entity in which the Company
directly or indirectly beneficially owns 50% or more of the outstanding Voting
Stock or, if a partnership, limited liability company or similar entity, at
least 50% of the equity capital interests thereof.
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(h) "TERM OF EMPLOYMENT" means the period specified in
Section 2.
(i) "UNAUTHORIZED DISCLOSURE, USE OR SOLICITATION" means
any violation or breach by the Executive of any provision of Section 7.
2. TERM OF EMPLOYMENT. The Company hereby employs the Executive
and the Executive hereby accepts such employment, effective as of January 1,
1996 and ending at the close of business on April 30, 1999; provided, however,
that commencing May 1, 1999 and each May 1st thereafter the Term of Employment
will automatically be extended for successive one-year periods unless either
party gives written notice to the other, not less than 90 calendar days prior
to the otherwise scheduled expiration of the Term of Employment, that it or he
does not want the Term of Employment so to extend; and provided, further, that
the Executive may terminate the Term of Employment at any time upon not less
than 90 calendar days prior notice to the Company. Notwithstanding any other
provision hereof, this Agreement will terminate without further action
effective as of immediately prior to the payment by the Company to the
Executive of the amount specified in Section 4(a)(i) of the Severance
Agreement. The Executive will devote substantially all of his business time to
the business and affairs of the Company and its Subsidiaries (excluding
reasonable amounts of time devoted to charitable purposes, passive investments
and directorships and periods in which he is physically or mentally ill,
injured or otherwise disabled).
3. DUTIES AND RESPONSIBILITIES. During the Term of Employment,
the Executive will report solely to the Board and will have and perform such
duties and responsibilities as the Board may from time to time assign to him.
4. COMPENSATION AND BENEFITS. (a) BASE PAY. During the Term of
Employment, the Executive will receive Base Pay of not less than $500,000 per
year; subject to review by the Board for increase (but not decrease) at the end
of each fiscal year during the Term of Employment. Such Base Pay will be
payable by the Company in accordance with its regular compensation practices
and policies applicable to senior executives of the Company.
(b) ANNUAL PERFORMANCE BONUS. During the Term of
Employment, the Executive will not be eligible for any bonuses under the
Company's Management Bonus Plan. Notwithstanding the foregoing, the Board, in
its sole discretion, may award the Executive a performance bonus for any fiscal
year during the Term of Empoyment.
(c) EMPLOYEE BENEFITS. During the Term of Employment,
the Executive will be entitled to (i) participate in all employee benefit
plans, programs, policies and arrangements sponsored, maintained or contributed
to by the Company, subject to and in
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accordance with the terms and conditions of such plans, programs, policies and
arrangements as they relate to senior executives of the Company, (ii)
participate in all equity and long-term incentive plans sponsored or maintained
by the Company at a level commensurate with his position, subject to and in
accordance with the terms and conditions of such plans as they relate to senior
executives of the Company, and (iii) receive all other benefits and perquisites
provided or made available by the Company to its senior executives, subject to
and in accordance with the terms and conditions of such benefits and
perquisites as they relate to senior executives of the Company.
(d) EXPENSES. During the Term of Employment, the
Executive will be entitled to reimbursement of all documented reasonable travel
and entertainment expenses incurred by him on behalf of the Company in the
course of the performance of his duties hereunder, subject to and in accordance
with the terms and conditions of the Company's expense reimbursement policies
as they relate to senior executives of the Company.
(e) VACATION. During the Term of Employment, the
Executive will be entitled to not less than four weeks of vacation, in addition
to paid public holidays as observed by the Company from year to year, subject
to and in accordance with the terms and conditions of the Company's regular
compensation practices and policies as they relate to senior executives of the
Company.
(f) OTHER AGREEMENTS. The rights and obligations of the
parties under the Shareholder Agreement and the Severance Agreement will be
governed by the terms and conditions of each such agreement and will not be
enlarged or affected hereby.
5. TERMINATION OF EMPLOYMENT. (a) TERMINATION BY NOTICE.
Subject to the provisions of Section 2 and this Section 5, the Executive's
employment hereunder will be for the Term of Employment specified in Section 2.
(b) VOLUNTARY TERMINATION OR TERMINATION FOR CAUSE. The
Company may, with or without notice, terminate the Executive's employment
hereunder for Cause. If the Executive's employment is terminated by the
Company effective during the Term of Employment for Cause, or is terminated by
the Executive, the Executive will not be entitled to any compensation or
benefits provided herein, and nothing herein will limit the Company's rights
against the Executive or the rights and obligations of the parties under
Sections 6 and 7.
(c) TERMINATION FOR ANY REASON OTHER THAN CAUSE OR
DISABILITY. Subject to Section 5(g), if the Executive's employment is
terminated by the Company during the Term of Employment for any reason other
than Cause or Disability:
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(i) The Executive will be entitled to receive the greater
of (A) the sum of his Base Pay and annual performance bonus for the
fiscal year immediately preceding the effective date of his
termination of employment and (B) his Base Pay (at the rate in effect
on the effective date of his termination of employment) for the
remainder of the Term of Employment, in either case payable in
accordance with the Company's regular compensation practices and
policies applicable to senior executives; and
(ii) For 12 months following the effective date of the
Executive's termination of employment or, if longer, the remainder of
the Term of Employment (the "Continuation Period"), the Company will
arrange to provide the Executive and his eligible dependents with
Employee Benefits (excluding retirement, deferred compensation and
stock option, stock purchase, stock appreciation or similar
compensatory benefits) that are substantially similar to those that
the Executive and such dependents were receiving or entitled to
receive immediately prior to the effective date of the Executive's
termination of employment, except that the level of any such Employee
Benefits to be provided to the Executive and such dependents may be
reduced in the event of a corresponding reduction generally applicable
to all senior executives. If and to the extent that any benefit
described in this Section 5(c)(ii) is not or cannot be paid or
provided under any policy, plan, program or arrangement of the Company
or any Subsidiary, as the case may be, then the Company will itself
pay or provide for the payment of such Employee Benefits to the
Executive, his dependents and his beneficiaries. Employee Benefits
otherwise receivable by the Executive pursuant to this Section
5(c)(ii) will be reduced to the extent comparable welfare benefits are
actually received by the Executive from another employer during the
Continuation Period following the effective date of the Executive's
termination of employment, and any such benefits actually received by
the Executive must be reported by the Executive to the Company.
(d) DEATH OR DISABILITY. If the Executive's employment
is terminated effective during the Term of Employment as a result of his death
or by the Company as a result of his Disability, the Executive (or, in the
event of his death, his designated beneficiary) will be entitled to receive his
Base Pay (at the rate in effect on the effective date of his termination of
employment) for a period of 12 months following such effective date, payable in
accordance with the Company's regular compensation practices and policies
applicable to senior executives but less any amounts paid to the Executive
under any long-term disability plan, program, policy or arrangement of the
Company or any Subsidiary.
(e) COMPENSATION AND BENEFITS ON TERMINATION. Except as
otherwise provided in Section 5(c) or (d):
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(i) All compensation and benefits payable to the
Executive pursuant to Section 4 (other than compensation and benefits
previously earned and, if applicable, vested under the terms of this
Agreement or any other applicable employee benefit plan, program,
policy, arrangement or agreement) will terminate as of the effective
date of the Executive's termination of employment; and
(ii) The Executive will not be entitled to, and
hereby waives, any claims for compensation or benefits (other than
compensation and benefits previously earned and, if applicable, vested
under the terms of this Agreement, the Severance Agreement or any
other applicable employee benefit plan, program, policy, arrangement
or agreement) payable after such effective date and for damages
arising in connection with his termination of employment pursuant to
this Agreement.
(f) NO MITIGATION OBLIGATION. The Company hereby
acknowledges that it will be difficult and may be impossible for the Executive
to find reasonably comparable employment following the Termination Date and
that the non- competition covenant contained in Section 6 will further limit
the employment opportunities for the Executive. Accordingly, the payment of
the compensation by the Company to the Executive in accordance with the terms
of this Agreement is hereby acknowledged by the Company to be reasonable, and
the Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in the last
sentence of Section 5(c)(ii).
6. COMPETITIVE ACTIVITY. (a) During the Term of Employment and
the period ending two years following the effective date of the Executive's
termination of employment, the Executive will not:
(i) enter into or engage in any business which
competes with the Company's business within
the Restricted Territory (as defined below);
or
(ii) solicit customers, business patronage or
orders for, or sell, any product or products,
or service or services, in competition with,
or for any business, wherever located, that
competes with the Company's business within
the Restricted Territory; or
(iii) divert, entice or otherwise take away any
customers, business or patronage or orders of
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the Company within the Restricted Territory,
or attempt to do so; or
(iv) promote or assist, financially or otherwise,
any firm, person, association, partnership,
corporation or other entity engaged in any
business which competes with the Company's
business within the Restricted Territory.
Notwithstanding the foregoing, "Competitive Activity" will not include: (i)
the Executive's mere ownership of not more than 5% of any publicly-traded class
of securities of any business entity (including any business entity described
in Section 6(b) hereof) and the exercise of rights appurtenant thereto; or (ii)
following the effective date of the Executive's termination of employment, the
Executive's complete or partial purchase, acquisition or development of,
investment in, or provision of financing or other financial assistance to, any
business entity or property that derives revenue from hotel ownership or owner
management (excluding any business entity engaging in third-party hotel
management).
(b) For the purposes of this Section 6, the Restricted
Territory will be defined as and limited to:
(i) the geographic areas within a 25 mile radius
of any and all Company locations in, to or
for which the Executive worked, was assigned
or had any responsibility (either direct or
supervisory) at the time of the termination
of his employment or at any time during the
two year period prior to such termination;
(ii) any customer, whether within or outside of
the geographic area described in paragraph
(i) above, for or to which the Executive
worked, was assigned or had any direct
responsibility at the time of the termination
of his employment or at any time during the
two year period prior to such termination; or
(iii) the following hotel chains, their
subsidiaries and affiliates, and the
following real estate management companies,
their subsidiaries and affiliates, whether
within or outside of the geographic area
described in paragraph (i) above: Bristol
Hotel Company, Carnival Hotels and Resorts,
Doubletree Corporation, Hilton Inns, Inc.,
Hyatt Corporation, Marriott International,
Inc., Patriot American Hospitality, Radisson
Hotels International, Inc., Starwood Lodging
Corporation, Westin Hotels and Resorts and
Wyndham Hotel Corporation.
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7. UNAUTHORIZED DISCLOSURE, USE OR SOLICITATION. (a) Executive
will keep in strict confidence, and will not, directly or indirectly, at any
time during or after his employment with the Company, disclose, furnish,
disseminate, make available or, except in the course of performing his duties
of employment hereunder, use any trade secrets or confidential business and
technical information of the Company or its customers, vendors or property
owners or managers, without limitation as to when or how Executive may have
acquired such information. Such confidential information will include, without
limitation, the Company's unique selling methods and trade techniques,
management, training, marketing and selling manuals, promotional materials,
training courses and other training and instructional materials, vendor, owner,
manager and product information, customer lists, other customer information and
other trade information. Executive specifically acknowledges that all such
confidential information including, without limitation, customer lists, other
customer information and other trade information, whether reduced to writing,
maintained on any form of electronic media, or maintained in the mind or memory
of Executive and whether compiled by the Company, and/or Executive, derives
independent economic value from not being readily known to or ascertainable by
proper means by others who can obtain economic value from its disclosure or
use, that reasonable efforts have been made by the Company to maintain the
secrecy of such information, that such information is the sole property of the
Company and that any retention and use of such information by Executive during
his employment with the Company (except in the course of performing his duties
and obligations hereunder) or after the termination of his employment will
constitute a misappropriation of the Company's trade secrets.
(b) Executive agrees that upon termination of Executive's
employment with the Company, for any reason, Executive will return to the
Company, in good condition, all property of the Company, including without
limitation, the originals and all copies of all management, training, marketing
and selling manuals, promotional materials, other training and instructional
materials, vendor, owner, manager and product information, customer lists,
other customer information and all other selling, service and trade information
and equipment. In the event that such items are not so returned, the Company
will have the right to charge Executive for all reasonable damages, costs,
attorneys' fees and other expenses incurred in searching for, taking, removing
and/or recovering such property.
(c) Executive acknowledges that to the extent permitted
by law, all work papers, reports, documentation, drawing, photographs,
negatives, tapes and masters therefor, prototypes and other materials
(hereinafter, "items"), including, without limitation, any and all such items
generated and maintained on any form of electronic media, generated by
Executive during his employment with the Company will be considered a "work
made for hire" and that ownership of any and
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all copyrights in any and all such items will belong to the Company. The item
will recognize the Company as the copyright owner, will contain all proper
copyright notices, e.g., "(year of creation" Interstate Hotels Corporation.
All rights reserved," and will be in condition to be registered or otherwise
placed in compliance with registration or other statutory requirements
throughout the world.
(d) Executive hereby assigns and agrees to assign to the
Company, its successors, assigns or nominees, all of his rights to any
discoveries, inventions and improvements, whether patentable or note, made,
conceived or suggested, either solely or jointly with others, by Executive
while in the Company's employ, whether in the course of his employment with the
use of the Company's time, materials or facilities or in any way within or
related to the existing or contemplated scope of the Company's business. Any
discovery, invention or improvement relating to any subject matter with which
the Company was concerned during Executive's employment and made, conceived or
suggested by Executive, either solely or jointly with others, within one year
following termination of Executive's employment under this Agreement or any
successor agreements will be irrebuttably presumed to have been so made,
conceived or suggested in the course of such employment with the use of the
Company's time, materials or facilities. Upon request by the Company with
respect to any such discoveries, inventions or improvements, Executive will
execute and deliver to the Company, at any time during or after his employment,
all appropriate documents for use in applying for, obtaining and maintaining
such domestic and foreign patents as the Company may desire, and all proper
assignments therefor, when so requested, at the expense of the Company, but
without further or additional consideration.
(e) Executive may use the Company's trade names,
trademarks and/or service marks in connection with the sale of the Company's
products and services, but only in such manner and for such purposes as may be
authorized by the Company. Upon any termination of this Agreement, Executive
immediately will cease the use of such trade names, trademarks and/or service
marks and eliminate them wherever they have been used or incorporated by
Executive.
(f) The Executive will not directly or indirectly (i)
solicit or endeavor to cause any employee of the Company or any Subsidiary to
leave his employment or induce or attempt to induce any such employee to breach
any employment agreement with the Company or any Subsidiary or otherwise
interfere with the employment of any such employee or (ii) solicit, endeavor to
cause, induce or attempt to induce any agent who engages in the business of
marketing the services of the Company or any Subsidiary to terminate, reduce or
modify its agency relationship with the Company or any Subsidiary.
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8. SUCCESSORS AND BINDING AGREEMENT. (a) The Company
will require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Company, by agreement in form and substance
reasonably satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This
Agreement will be binding upon and inure to the benefit of the Company and any
successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of
the Company whether by purchase, merger, consolidation, reorganization or
otherwise (and such successor will thereafter be deemed the "Company" for the
purposes of this Agreement), but will not otherwise be assignable, transferable
or delegable by the Company.
(b) This Agreement will inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of
the parties hereto will, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Sections 8(a) and (b). Without limiting the generality
or effect of the foregoing, the Executive's right to receive payments hereunder
will not be assignable, transferable or delegable, whether by pledge, creation
of a security interest, or otherwise, other than by a transfer by Executive's
will or by the laws of descent and distribution and, in the event of any
attempted assignment or transfer contrary to this Section 8(c), the Company
will have no liability to pay any amount so attempted to be assigned,
transferred or delegated.
9. LEGAL FEES AND EXPENSES. It is the intent of the Company that
the Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement or defense of Executive's
rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to the Executive hereunder. Accordingly, if it should appear to the
Executive that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes
or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation, arbitration or other action or
proceeding designed to deny, or to recover from, the Executive the benefits
provided or intended to be provided to the Executive hereunder, the Company
irrevocably authorizes the Executive from time to time to retain counsel of
Executive's choice, at the expense of the Company as hereafter provided, to
advise and
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represent the Executive in connection with any such interpretation, enforcement
or defense, including without limitation the initiation or defense of any
litigation, arbitration or other legal action, whether by or against the
Company or any Director, officer, stockholder or other person affiliated with
the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the Company
irrevocably consents to the Executive's entering into an attorney-client
relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the
Executive and such counsel. Without respect to whether the Executive prevails,
in whole or in part, in connection with any of the foregoing, the Company will
pay and be solely financially responsible for any and all attorneys' and
related fees and expenses incurred by the Executive in connection with any of
the foregoing.
10. ADDITIONAL REMEDIES. (a) Notwithstanding any other remedy
herein provided for or available, if the Executive should be in breach of any
of the provisions of Section 6 or 7, the Executive expressly acknowledges and
agrees that the Company will be entitled to injunctive relief or specific
performance, without the necessity of proving damages, in addition to any other
remedies it may have.
(b) Notwithstanding any of the foregoing, in the event of
any disputes regarding the interpretation or application of any provision of
this Agreement, either the Executive or the Company, or both parties, may
request in writing that such dispute be resolved through final and binding
arbitration. The parties will jointly select the arbitrator who will hear such
dispute. If the parties cannot agree on the selection of an arbitrator, the
parties will request that one be appointed by the American Arbitration
Association. The arbitration will be conducted in Pittsburgh, Pennsylvania (or
in any other location mutually agreed upon by the parties) in accordance with
the rules of the American Arbitration Association. The parties acknowledge and
agree that time will be of the essence throughout such procedure. The decision
of the arbitrator may be entered in any court having subject matter and
personal jurisdiction over the dispute and the Executive. The Company will pay
any costs and expenses in connection with any such dispute or procedure.
11. REPRESENTATION. Each party represents and warrants that it is
fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any
agreement between it and any other person or entity.
12. SEVERABILITY. In the event that any provision or portion of
this Agreement is determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement will be unaffected
thereby and will
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remain in full force and effect to the fullest extent permitted by law.
13. NOTICES. For all purposes of this Agreement, all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier
service such as Federal Express or UPS, addressed to the Company (to the
attention of the Secretary of the Company) at its principal executive office
and to the Executive at his principal residence (with a copy to any counsel
designated by the Executive), or to such other address as any party may have
furnished to the other in writing and in accordance herewith, except that
notices of changes of address will be effective only upon receipt.
14. DISCLOSURE. During the Term of Employment and for one year
thereafter, Executive will communicate the contents of this Agreement to any
person, firm, association, partnership, corporation or other entity which he or
she intends to be employed by, associated with, or represent and which is
engaged in a business that is competitive to the business of the Company.
15. MODIFICATIONS AND WAIVERS. No provision of this Agreement may
be modified or discharged unless such modification or discharge is authorized
by the Board and is agreed to in writing, signed by the Executive and by an
officer of the Company duly authorized by the Board. No waiver by either party
hereto of any breach by the other party hereto of any condition or provision of
this Agreement to be performed by such other party will be deemed a waiver of
similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto with respect to its subject matter, except
as such parties may otherwise agree in a writing which specifies that it is an
exception to the foregoing. This Agreement supersedes all prior agreements
between the parties hereto with respect to its subject matter and,
notwithstanding any other provision hereof, will become effective upon the
execution of this Agreement by the parties.
17. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the Commonwealth of Pennsylvania, without giving
effect to the principles of conflict of laws of such Commonwealth.
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18. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same instrument.
19. HEADINGS, ETC. The section headings contained in this
Agreement are for convenience of reference only and will not be deemed to
control or affect the meaning or construction of any provision of this
Agreement. References to Sections are to Sections in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INTERSTATE HOTELS COMPANY
By: /s/ Marvin I. Droz
--------------------------------
/s/ Milton Fine
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Milton Fine
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