Offer Letter

May 21, 2013 Dear Julie: This Letter Amends and Restates Your Original Offer Letter Dated August 31, 2011.

Exhibit 10.4

                        



May 21, 2013




Dear Julie:

This letter amends and restates your original offer letter dated August 31, 2011.

On behalf of Red Lion Hotels Corporation, we are delighted to offer you the position of Executive Vice President, Chief Financial Officer for Red Lion Hotels Corporation. In your position, you will report to me in my role as the President and Chief Executive Officer.

As an executive officer of Red Lion Hotels Corporation, the details of your compensation and any acquisitions and dispositions of stock of Red Lion will be subject to Securities Exchange Commission reporting rules.

The following outlines the employment package for your position.

START DATE:    Thursday September 1, 2011

POSITION: Chief Financial Officer for Red Lion Hotels Corporation located in Spokane, Washington. Your responsibilities will be those outlined in your job description, as may be modified, and as may be assigned to you from time to time by your supervisor.

COMPENSATION: Your position is classified as a salaried exempt position, which means it is exempt from state and federal overtime laws. You will be paid a bi-weekly base salary of $9,615.40 which is equivalent to $250,000.00 per year, subject to normal withholdings and payroll taxes. Our company’s pay periods run on a biweekly basis.

BONUS: In addition to your base salary, you may be eligible to earn a bonus if you are actively employed throughout the applicable bonus period, and if you meet the other requirements outlined in the Variable Pay Plan (“VPP”), as may be amended from time to time. Bonus targets and goals for achievement of bonuses by executive officers are set by the Compensation Committee of the Board of Directors.


201 W. North River Drive, Suite 100, Spokane, Washington 99201 l (509) 459-6100 l FAX (509) 325-7324



EQUITY GRANTS: You will be eligible to receive issuances from time to time of equity incentives granted by the Compensation Committee of the Board of Directors.

ANNUAL PERFORMANCE EVALUATION: Performance evaluations are generally conducted annually on or about February 1st of each year. Red Lion may increase your salary based upon the annual performance evaluation or other facts.

BENEFITS: You will be eligible to participate in all standard employee benefit programs on the same terms and conditions as other Red Lion Vice Presidents, as they may be modified from time to time, including:

Medical and Dental insurance
Employee Assistance Program (EAP)
Long Term Disability insurance coverage
Flexible Spending Account – Section 125 Medical Reimbursement and Dependent Care accounts
AFLAC – Voluntary Cancer Protection, Short Term Disability, Personal Recovery and Accident / Injury Protection Plans available following date of hire and also during open enrollment periods
Paid vacation. You will be eligible for 4 weeks paid vacation each year of your employment. Your vacation hours are subject to the RLH vacation policy, as detailed in the RLH benefits handbook.
Paid sick leave
A special paid Year-End Break in accordance with RLH policy
Eight (8) paid holidays each year and one (1) personal day
Participation in the RLH 401(k) Retirement Savings Plan with a discretionary match
Direct Deposit
Option to purchase shares of RLH stock at a 15% discount through payroll deduction under Red Lion’s Employee Stock Purchase Plan
Voluntary Term Life and AD&D Insurance coverage
Continuing education reimbursement
Gold status Alaska airlines, if available
Discounted Red Lion Family of Hotels accommodations for you and your family
A benefit book has been provided to you describing RLH’s benefits and eligibility requirements in detail. You have also received a copy of RLH’s Associate Handbook with information regarding the Company’s policies and procedures.

SEVERANCE BENEFITS

If the Company terminates your employment without Cause (defined below) prior to September 1, 2014, the Company will, (i) pay you a lump sum payment equal to your earned but unpaid bonus under the VPP for the prior fiscal year, (ii) pay you a lump sum payment equal to your target bonus under the VPP for the fiscal year in which the termination occurs prorated for the portion of the year elapsed at the time of the termination, and (iii) pay you a lump sum payment

201 W. North River Drive, Suite 100, Spokane, Washington 99201 l (509) 459-6100 l FAX (509) 325-7324



equal to your total cash compensation for the previous fiscal year (but not less than $250,000). In addition, if the Company terminates your employment without Cause prior to September 1, 2014 (i) the Company shall accelerate vesting on any portion of any equity grant previously made to you under the Company’s 2006 Stock Incentive Plan, or any successor plan, that would otherwise have vested within twelve (12) months after the date of your termination; and (ii) all Company imposed restrictions on any restricted stock issued to you shall be terminated upon the termination of your employment and all restricted stock awarded to you but not yet issued shall be promptly issued.

UPON CHANGE OF CONTROL: If there is a Change of Control (defined below) and there is a Constructive Termination (defined below) of your employment without Cause within twelve (12) months after such Change of Control, you will be entitled to a lump sum payment equal to one year of your then current annual salary. Upon any Change of Control (i) the Company shall accelerate vesting on any portion of any equity grant previously made to you under the Company’s 2006 Stock Incentive Plan, or any successor plan, that would otherwise have vested within twenty-four (24) months after the date of the termination of your employment; and (ii) all Company imposed restrictions on any restricted stock issued to you shall be terminated upon the termination of your employment and all restricted stock awarded to you but not yet issued shall be promptly issued.

As used herein, the term “Cause” means: (i) your willful and intentional failure or refusal to perform or observe any of your material duties, responsibilities or obligations, if such breach is not cured within 30 days after notice thereof to you by the Company, which notice shall state that such conduct shall, without cure, constitute Cause; (ii) any willful and intentional act by you involving fraud, theft, embezzlement or dishonesty affecting the Company; or (iii) your conviction of (or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved.

“Constructive Termination” shall be deemed to occur if (A) without your consent (i) there is a significant reduction in your overall scope of duties, authorities and responsibilities (it being understood that a new position within a larger combined company is not a constructive termination if it is in the same area of operations and involves similar scope of management responsibility notwithstanding that you may not retain as senior a position overall within the larger combined company as your prior position within the Company), (ii) you are required to relocate your place of employment, other than a relocation within 40 miles of Spokane, Washington, or (iii) there is a reduction of more than 20% of your base salary or target bonus (other than any such reduction consistent with a general reduction of pay across the Company’s or its successor’s executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company) and (B) within the thirty (30) day period immediately following such material adverse change or reduction, you elect to terminate your employment voluntarily.

As used herein, the term “Change of Control” means the occurrence of any one of the following events: any merger or consolidation involving the acquisition of 50% or more of the combined voting power of the outstanding securities of the Company by an investor group, adoption of a

201 W. North River Drive, Suite 100, Spokane, Washington 99201 l (509) 459-6100 l FAX (509) 325-7324



sale or liquidation plan of substantially all of the assets of the Company or other similar transaction or series of transactions involving the Company, or the acquisition of 50% or more of the combined voting power of the outstanding securities of the Company by an investor group.

In addition, all of your unvested restricted stock units in the Company on the day prior to a Director Change (defined below) shall be subject to accelerated vesting if a Director Change results in either (i) ownership of the Company by a non-publicly traded entity such that the stock is no longer liquid or (ii) ownership of the Company by a publicly traded entity that has not agreed as part of any purchase and sale agreement to continue your unvested restricted stock units and stock options in substantially the same form as existed immediately prior to the Director Change. The term “Director Change” shall mean that the majority of the Company’s board of directors consists of individuals other than “Incumbent Directors,” which shall mean the members of the board of directors as of May 21, 2013 and any other persons becoming directors subsequent to that date whose election or nomination for election was supported by a majority of the directors who then comprised the Incumbent Directors.

LOYALTY, NONDISCLOSURE OF CONFIDENTIAL INFORMATION: By accepting this offer, you agree that you will act at all times in the best interest of RLH. You also agree that, except as required for performance of your work, you will not use, disclose or publish any Confidential Information of RLH either during or after your employment, or remove any such information from the Company’s premises. “Confidential Information” includes, but is not limited to, lists of actual and prospective customers and clients, financial and personnel-related information, projections, operating procedures, budgets, reports, business or marketing plans, and compilations of data created by RLH or by third parties for the benefit of RLH. Your membership on Boards of Directors and your ownership in CFO Outsourcing, LLC (dba NWCFO) are considered exempted activities as long as they do not involve any material conflict of interest with the interests of RLH.

NONSOLICITATION: You agree that during your employment t the Company and for a period of twelve months thereafter you will not solicit, raid, entice or induce any person who then is or at any time during the twelve-month period prior to the end of your employment was an employee of the Company (other than a person whose employment with the Company has been terminated by the Company), to become employed by any person, firm or corporation.

COMPLAINT RESOLUTION: By accepting this offer with RLH, you also agree to continue to familiarize yourself with its policies, including its policies on equal opportunity and anti-harassment, and to promptly report to the appropriate RLH supervisors or officers any matters which require their attention.

KEY EMPLOYEE STATUS: You are regarded as a key employee under certain federal regulations governing family and medical leave. This status will require that you work closely with us in planning if you develop a need for family or medical leave.


201 W. North River Drive, Suite 100, Spokane, Washington 99201 l (509) 459-6100 l FAX (509) 325-7324



NATURE OF EMPLOYMENT: RLH is an at-will employer. This means that your employment is not for a set amount of time; either you or the Company may terminate employment at any time, with or without cause.

ENTIRE AGREEMENT: This letter contains all of the terms of your employment with RLH, and supersedes any prior understandings or agreements, whether oral or in writing.

Red Lion Hotels Corporation reserves the right, subject to limitations and provisions of applicable law and regulations, to change, interpret, withdraw, or add to any of its policies, benefits, or terms and conditions of employment at its sole discretion, and without prior notice or consideration to any associate. The Company’s policies, benefits or terms and conditions of employment do not create a contract or make any promises of specific treatment.

Julie, we are pleased and proud to have your talents on a management team that is dedicated to making a difference in the communities we serve, creating fulfilling jobs and environments conducive to success, and providing the foundation for ongoing success of Red Lion Hotels Corporation.

Sincerely,



President and Chief Executive Officer
Red Lion Hotels Corporation





Accepted this 21st day of May, 2013

/s/ Julie Shiflett            
Employee Signature

201 W. North River Drive, Suite 100, Spokane, Washington 99201 l (509) 459-6100 l FAX (509) 325-7324