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Exhibit 10.14(f)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of September 30,
1996, is made and entered into by and between Interstate Hotels Corporation, a
Pennsylvania corporation (the "Company"), and Thomas D. Reese (the
"Executive").
RECITALS
A. The Company desires to obtain the services of the Executive as a
senior executive of the Company;
B. Concurrently herewith, the Company and the Executive have entered
into 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.
(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 October 15, 1996
and ending at the close of business on October 14, 1999; provided, however,
that commencing October 15, 1999 and each October 15th thereafter the Term of
Employment will automatically be extended for
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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. 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 have and perform the duties and responsibilities set forth in
Exhibit A, provided, however, that the Board may from time to time change those
duties and responsibilities (in which event the parties may, but will not be
required to, substitute a new Exhibit A) and no such change will give rise to
any liability on the part of the Company so long as such change does not result
in a change in the primary reporting relationship set forth on Exhibit A.
4. COMPENSATION AND BENEFITS. (a) BASE PAY. During the Term of
Employment, the Executive will receive Base Pay of not less than $235,000 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. For each fiscal year of the Company
during the Term of Employment, the Executive will be eligible for an annual
performance bonus under the Company's Management Bonus Plan ("Bonus Plan"),
pursuant to which the Executive will have the opportunity to receive bonus
compensation up to 120% of the Executive's current Base Salary (as defined in
the Bonus Plan). The terms and conditions of the Bonus Plan will govern the
Executive's right to earn bonus compensation for each year the Executive
participates in the Bonus Plan. This section describes certain aspects of the
Executive's participation in the Bonus Plan. Any conflicts or discrepancies
between the description herein and the terms and conditions set forth in the
Bonus Plan will be resolved in favor of the terms and conditions set forth in
the Bonus Plan. Notwithstanding the foregoing, the Executive's performance must
be satisfactory before the Executive will receive any portion of any bonus
described above. In addition, the Executive must be employed by the Company at
the time the bonus is paid to be eligible to receive the bonus.
During the balance of 1996 and during 1997, the bonus paid will
not be less than 70% of base salary.
(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, including without limitation the Company's Executive Retirement Plan
and Supplemental Deferred Compensation Plan, subject to and in 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
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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) LOANS. The Company will loan the Executive $175,000, which will
be evidenced by a demand note and a mortgage on the Executive's primary
residence. Under the note, the unpaid principal amount will bear interest at
prime rate plus three pecentage points after demand. One-fifth of the initial
principal amount will be forgiven on a grossed up basis on each anniversary of
the date of the note that the Executive remains employed hereunder. If the
Executive's employment hereunder is terminated by the Company for Cause or by
the Executive for any reason other than death, Disability, retirement or
circumstances which entitle the Executive to benefits under Section 4 of his
Severance Agreement, the unpaid principal amount will thereupon be payable upon
demand. If the Executive's employment hereunder is terminated by the Company
for any reason other than Cause or by the Executive by reason of death,
Disability, retirement or circumstances which entitle the Executive to benefits
under Section 4 of his Severance Agreement, the unpaid principal amount will
thereupon be forgiven. The Company will also pay the Executive annually a bonus
equal to the amount of tax due on the amount of the loan forgiven annually.
Upon relocation to the Pittsburgh area, the Executive will be
eligible for an additional loan of not less than $250,000.
(g) OTHER AGREEMENTS. The rights and obligations of the parties
under the Consent Agreement, 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.
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(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. If
the Executive's employment is terminated by the Company during the Term of
Employment for any reason other than Cause or Disability:
(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
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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):
(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
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(iii) divert, entice or otherwise take away any customers,
business or patronage or orders of 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.
(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.
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
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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 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.
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(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.
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
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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 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 remain in full force and effect to the fullest extent
permitted by law.
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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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INTERSTATE HOTELS CORPORATION
By: /s/ W. THOMAS PARRINGTON, JR.
------------------------------
/s/ THOMAS D. REESE 9/30/96
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Thomas D. Reese
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EXHIBIT A
Executive: Thomas D. Reese
Duties and Responsibilities: Executive Vice President - Operations
Primary Reporting Relationship: Chief Executive Officer