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RED ROOF INNS, INC.
INCENTIVE COMPENSATION PLAN
1996
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1. Purpose
The Purpose of the Red Roof Inns Incentive Compensation Plan is to
provide incentive compensation to Officers and key employees who
contribute to the achievement by the Company of its growth and profit
objectives.
2. Committee
The Plan shall be administered by the Compensation Committee of the
Board of Directors, whose members are not eligible to participate in
the Plan. The Committee shall be governed in accordance with the
Bylaws of the Company.
Subject to the express provision of the Plan the Committee shall
have full authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it and to make all
determinations necessary or advisable for the administration of the
Plan. The determination of the Committee with respect to any questions
arising as to the individuals selected or awards, the amount, terms,
form and time of payment of awards and interpretation of the Plan
shall be final.
3. Eligibility
(a) Incentive compensation awards under the Plan may be granted to any
Officer, and to key employees of the Company. See attached Exhibit
for a list of 1996 participants and percent payouts. The Committee
reserves the right to amend the attached Exhibit to include
officers and key employees who may be hired during the year.
(b) In making the selection and in determining the amount and form of
any award, the Compensation Committee of the Board of Directors
shall give consideration to the contribution of the Employee to
the success of the Company, including such factors as (i) the
Employee's position and level of responsibility, (ii)
accomplishments and (iii) the recommendation of the supervisor of
the Employee.
(c) The receipt of an award shall not give any Employee any right to
continued employment by the Company, and the right and power to
dismiss any employee is specifically reserved to the Company.
(d) The receipt of an award with respect to any year shall not give
any Employee the right to receive an award with respect to any
subsequent year.
(e) An Employee who is included in the Plan must be employed by the
Company through December 31 of the Plan year.
(f) The Committee may make an award to the surviving spouse or the
estate of a deceased Employee who died after the beginning of the
fiscal year for which the award is made.
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4. Awards
(a) The Committee shall determine: (i) the total amount available for
awards, (ii) the amount, terms, form and time of payment of each
award and (iii) the Employees to receive awards.
(b) Under the Plan, the Compensation Committee has the right to
increase the incentive compensation fund when the Company's
overall performance substantially exceeds expectations.
5. Award Methodology
Awards for the 1996 fiscal year will be a function of Company
performance specifically, Net Income (see attached Exhibit). Attainment
of the Performance Goal will be calculated from the audited
consolidated financial statements of the Company but shall exclude (a)
the effects of unusual, non-recurring, and extraordinary items as
defined by generally accepted accounting principles ("GAAP") and (b)
the cumulative effect of changes in accounting principles in accordance
with GAAP.
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RED ROOF INNS, INC.
INCENTIVE COMPENSATION PLAN
FISCAL YEAR 1996
*BRAHSARES
NET CAMPBELL *KLEIN
INCOME CASH TALLIS CHICHESTER FURNAS TIER A TIER B
- - ------ ----------- ----------- ----------- ----------- ----------- -----------
(000'S) SALARY % SALARY % SALARY % SALARY % SALARY % SALARY %
28,288 35 30 30 25 11 9
28,600 42 36 34 29 14 12
28,900 49 42 38 33 17 15
29,200 56 48 42 37 20 18
29,500 63 54 46 40 23 20
29,800 70 60 50 43 26 22
30,100 77 66 54 46 29 24
30,400 84 72 57 49 32 26
30,700 90 77 60 52 35 28
31,000 95 82 63 55 37 30
31,350 100 87 66 58 39 32
<FN>
*Maximum cash bonus guaranteed in 1996.
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RED ROOF INNS, INC.
INCENTIVE COMPENSATION PLAN
FISCAL YEAR 1996
TIER A PARTICIPANTS TIER B PARTICIPANTS
- - ------------------- -------------------
LONGERBONE HOWELL
WINSLOW NEARING
WERTENBERGER GOLDBERG
WIBLE BEDWAY
GAJOCH FOX
DANIEL STORTO
*BLUEMEL WALLACE
HARSHBARGER MCGEEHAN
DRUSEIKIS COLE
BADERTSCHER D'AMARA
ORMSBY COLLINS
SNOPEK *HOLMES
*BOECKSTIEGEL
MOORE
MATHEKE
MERZ
BROWNLEE
MONTESANTI
STEURNAGEL
MERRITT
FULTON
AGEE
<FN>
*Prorated share in 1996 based on start date in position.