EXHIBIT 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
12th day of January, 2001 by and between Arlington Lodging Group, Inc.
("Company") and James B. Dale ("Executive").
WITNESSETH:
WHEREAS, the Company is engaged in the business of developing and
operating hotels.
WHEREAS, pursuant to this Agreement, the Executive shall be employed by
the Company as its Senior Vice President of Finance, and the Company and
Executive desire to formalize the Executive's employment with this Agreement,
and the Executive desires to continue employment on the terms and conditions
described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements of the parties herein contained, the parties agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Executive as its
Senior Vice President of Finance for the Term (as hereinafter defined) and the
Executive agrees to accept such employment on the terms and conditions set
forth herein.
2. DUTIES. The Executive shall perform for the Company and all its
subsidiaries the responsibilities of the office of Senior Vice President of
Finance and the duties consistent with such office, subject to the direction of
the President of the Company. The Executive shall report to the President of
the Company or his designee.
3. TERM. The initial term of the Executive's employment under this
Agreement (the "Initial Term") shall commence January 12, 2001, and shall
continue for three calendar years, unless earlier terminated as herein provided.
4. COMPENSATION AND OTHER BENEFITS.
4.1. COMPENSATION. As compensation for all services to be rendered
pursuant to this Agreement, the Company shall pay the Executive during the
Term, Cash Compensation and Bonus at a rate specified in Exhibit A hereto
("Annual Compensation") payable, unless otherwise specified, in accordance with
the payroll policies of the Company.
4.2. MISCELLANEOUS EMPLOYEE BENEFITS. During the Term, the Executive shall
be permitted to participate in any group life, hospitalization, dental or
disability insurance plan, health program, pension plan, similar benefit plan
or other so-called "fringe benefits" of the Company (collectively, "Benefits"),
which may be available to other executives of the Company generally on the same
terms as such other executives.
4.3. GENERAL BUSINESS EXPENSES. The Company shall pay or reimburse
the Executive for all reasonable expenses reasonably and necessarily incurred
by the Executive during the Term in the performance of the Executive's services
under this Agreement. Such payment shall be made upon presentation of itemized
expense statements or vouchers or such other supporting information as the
Company may require.
5. TERMINATION BY THE COMPANY FOR CAUSE. The Company has the
right, at any time by serving notice, to terminate the Executive's employment
under this Agreement and to discharge the Executive for "Cause" (as hereinafter
defined). If such right is exercised, the Company's obligation to the Executive
shall be limited to the payment and/or satisfaction of unpaid Cash and Benefits
accrued up to the effective date specified in the Company's termination notice.
The Executive shall also be permitted to maintain health insurance benefits for
himself and covered dependants pursuant to COBRA commencing on the date the
Executive's employment is terminated. As used in this Section 5.1, the term
"Cause" shall mean and include (i) misappropriation of any money or other
assets or properties of the Company or any subsidiary of the Company other than
an isolated, insubstantial and unintentional misappropriation which is promptly
remedied by the Executive after receipt of written notice thereof given by the
Company; (ii) willful and material breach by the Executive of the terms of this
Agreement after a written demand for substantial performance is delivered to
the Executive by the President of the Company which specifically identifies the
manner in which the President of the Company believes that the Executive has
not substantially performed his duties and such breach continues after receipt
of such written notice; (iii) illegal conduct which has a significant negative
effect on the reputation or business of the Company; and (iv) significant
problems with the quality and/or timing of the hotels.
6. SEVERANCE UPON TERMINATION WITHOUT CAUSE. If the Company
terminates the Executive's employment without Cause, it shall continue to pay
the Executive all compensation specified in Exhibit A for a period ending six
(6) months after the termination date.
7. VOLUNTARY TERMINATION. If the Executive voluntarily terminates
his employment, the Executive agrees to provide the Company with at least sixty
(60) days written notice.
8. OTHER PROVISIONS.
8.1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms have the following meanings unless the context otherwise requires:
(i) "Person: means any individual, corporate, partnership,
firm, joint venture, associate, joint-stock company, trust, incorporated
organization, governmental or regulation body or other entity.
(ii) "Cash flow" for any period means net income plus
depreciation and amortization for such period, all determined in accordance
with generally accepted accounting principles.
8.2. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission
or, if mailed, five (5) days after the date of deposit in the United States
mail, as follows:
(i) If to the Company, to:
President
Arlington Hospitality, Inc.
2355 S. Arlington Heights Road, Suite 400
Arlington Heights, IL 60005
(ii) If to the Executive, to:
James B. Dale
3105 Royal Fox Drive
St. Charles, IL 60174
Any party may change its address for notice hereunder by notice to the
other party hereto.
8.3. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior agreements, written or oral, with respect thereto.
8.4. WAIVERS AND AMENDMENTS. This Agreement may be amended, superseded,
cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power of privilege hereunder shall operate as a waiver
thereof. Nor shall any waiver on the part of any party of any such right, power
or privilege hereunder, nor any single or partial exercise of any right, power
or privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.
8.5. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the internal laws of the State of Illinois applicable to
agreements made and to be performed entirely within such State.
8.6. SUCCESSORS.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
8.7. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which together shall constitute one and the same instrument.
8.7. HEADINGS. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
EXECUTIVE ARLINGTON LODGING GROUP, INC.
/s/ James B. Dale By: /s/ Michael P. Holtz
- ------------------- --------------------------------
James B. Dale Michael P. Holtz
President
EXHIBIT "A"
SALARY AND BONUS PLAN
1. Base Salary to increase to $130,000 per year with annual increases of
5% per year thereafter.
2. You will be paid a bonus of $300 per month that I receive a financial
statement on AH by the 25th of the following month.
3. You will be paid a bonus of $500 for each quarter that you file our
10Q within 25 days from the end of the period.
4. You will be paid a bonus of $500 for each AmeriHost Inn hotel that the
Company sells to a third party.
5. In the event of a sale of the Company, even if you are retained by the
new ownership entity, you will be paid the sum of six months base
salary at the time of the sale.
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this "Amendment") is made and
entered into as of the 29th day of October, 2001, by and between Arlington
Hospitality, Inc. (the "Company") and James B. Dale ("Executive").
WITNESSETH:
WHEREAS, the Company and Executive entered into that certain Employment
Agreement (the "Employment Agreement"), dated January 12, 2001, by and between
the Company and Executive; and
WHEREAS, pursuant to the Employment Agreement, Executive is currently employed
by the Company as its Chief Financial Officer and Senior Vice President of
Finance; and
WHEREAS, the Company and Executive desire to continue Executive's employment by
the Company in such positions, pursuant to the terms of the Employment
Agreement, as modified hereby,
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements of the parties herein contained, the parties hereto hereby agree as
follows:
1. The base pay shall be increased immediately from $130,000 per year,
to $145,000 per year, and the 5% increase in base pay scheduled for
January 12, 2002 (the first anniversary of the Employment Agreement)
is waived. This increase was granted in connection with the
elimination of the Corporate Controller position and the anticipated
annual savings to the Company in excess of $90,000 per year.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.
EXECUTIVE ARLINGTON HOSPITALITY, INC.
/s/ James B. Dale By: /s/ Michael P. Holtz
- ------------------------ ---------------------------
James B. Dale Michael P. Holtz
President/CEO