VISTANA, INC.
8801 VISTANA CENTRE DRIVE
ORLANDO, FLORIDA 32821
March 4, 1999
Ms. Susan Werth
Senior Vice President & General Counsel
Vistana, Inc.
Re: Second Amendment to Employment Agreement
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Dear Susan:
Attached hereto is a revised Schedule B to the Employment Agreement dated
December 27, 1996 and amended as of May 28, 1998 between Vistana, Inc. and you
which incorporates the adjustment to your Base Salary and Annual Bonus Amount
for the 1999 fiscal year approved by the Compensation Committee at its February
meeting.
Please carefully review the enclosed Schedule B to confirm the accuracy
thereof. If the enclosed Schedule B is accurate, please execute the enclosed
copy of this letter in the space provided below and return it to the
undersigned, whereupon the enclosed Schedule B will be substituted for the
existing Schedule B. Please keep your copy of this letter and revised Schedule
B with your own copy of your Employment Agreement.
Very truly yours,
VISTANA, INC.
/s/ Jeffrey A. Adler
By:_________________________
Name: Jeffrey A. Adler
Title: President
Enclosure
ACKNOWLEDGED AND CONFIRMED:
/s/ Susan Werth
____________________________
Name: Susan Werth
SCHEDULE B
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EMPLOYEE COMPENSATION
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(Revised Effective January 1, 1999)
1. Employee Name: Susan Werth
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2. Base Salary: $275,000
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3. Annual Bonus Amount: Up to 45% of Adjusted Base Salary; Formula to
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approximate that of other senior executive
officers.
4. Severance Amount: The product of (i) 120% of Employee's
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Adjusted Base Salary as of the Termination
Date, multiplied by (ii) two.
5. Monthly Severance Payment: The quotient of (i) the Severance Amount
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determined in accordance with Item No. 4
above, divided by (ii) 24.