CNL HOTELS & RESORTS, INC.
This Amendment (the Amendment
) to the amended and restated employment agreement (the
), dated May 19, 2006, between CNL Hotels & Resorts, Inc., a Maryland
corporation (the Company
), and John A. Griswold
) is made as of
February 21, 2007, by and between the Company and Executive.
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of
January 18, 2007, by and among the Company, MS Resort Holdings LLC, MS Resort Acquisition LLC (MS
Acquisition), MS Resort Purchaser LLC and Ashford Sapphire Acquisition LLC (the Merger
Agreement), pursuant to which, at the effective time of the proposed merger, MS Acquisition
will merge with and into the Company, with the Company continuing as the surviving corporation,
WHEREAS, the Company granted to Executive a deferred share award (the Deferred
Share Award) on March 28, 2006 pursuant to the terms of the Deferred Share Award Grant Notice
(Executive Performance-Based Vesting) (the Grant Notice) and its related Deferred Share
Award Agreement for deferred shares that vest based on the achievement of certain performance
WHEREAS, the Merger Agreement provides that each deferred share award that is
outstanding at the Effective Time (as defined in the Merger Agreement) of the Merger will be
cancelled by the Company and each holder thereof will be entitled to receive $20.50 in cash per
share subject to such award, including the Executives Deferred Share Award, at the Effective Time;
WHEREAS, contemporaneously herewith the Company and Executive are amending the terms
of the Grant Notice (the Grant Notice Amendment) and desire, consistent with the Grant
Notice Amendment, to amend the terms of the Employment Agreement to reduce the number of deferred
shares subject to the Deferred Share Award that would otherwise be cancelled and entitle Executive
to a cash payment in connection with the Merger; and
WHEREAS, the Company and Executive believe this amendment is in the best interests of
the Company and the Companys employees and may increase the success of the Merger.
NOW, THEREFORE, the parties agree as follows:
1. Section B.3.2. of Attachment A to the Employment Agreement is hereby amended to replace the
number Five Hundred Forty-Three Thousand Five Hundred Seventy-Eight (543,578) with the number
Four Hundred Ninety-Four Thousand Seven Hundred Ninety-Eight (494,798).
2. Effectiveness. This Amendment shall be effective immediately. In the event that
the Merger Agreement is terminated or the Merger does not close for any reason, this Amendment
shall be null and void ab initio and of no further force or effect.
3. Miscellaneous/Deferred Share Award Grant Notice. Except as specifically amended
hereby, the Employment Agreement shall continue in full force and effect in accordance with its
terms. This Amendment supersedes all prior agreements and understandings oral or written with
respect to the subject matter hereof, including without limitation, the terms of the Grant Notice,
that are inconsistent herewith and which the parties hereby acknowledge and agree is being amended
by the Grant Notice Amendment.
4. Counterparts. This Amendment may be executed in counterparts, and each counterpart
shall have the same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned. Execution and delivery of this Amendment by
exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid
and binding execution and delivery of the Amendment by such party. Such facsimile copies shall
constitute enforceable original documents.
5. Governing Law
. This Amendment will be governed by and construed in accordance with
the laws of the State of Florida
(without regard to choice-of-law provisions).
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