1
Exhibit 10.28
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of January 3, 2000
by and between BridgeStreet Accommodations, Inc., a Delaware corporation
("BridgeStreet"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, of ▇▇▇▇▇▇, Ohio the ("Executive").
In consideration of the mutual promises, terms, provisions and
conditions set forth in this Agreement, the parties hereby agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions set forth in this
Agreement, BridgeStreet hereby offers and the Executive hereby accepts
employment.
2. TERM. Subject to earlier termination as hereafter provided, the
Executive's employment hereunder shall be for a term beginning January 3, 2000
and ending January 2, 2001. The term of this Agreement, as from time to time
extended or renewed, is hereafter referred to as "the term of this Agreement" or
"the term hereof."
3. CAPACITY AND PERFORMANCE.
(a) During the term hereof, the Executive shall serve as the
Chief Operating Officer of BridgeStreet. In addition, and without
further compensation, the Executive shall serve as a director and/or
officer of BridgeStreet and/or one or more of BridgeStreet's Affiliates
if so elected or appointed from time to time.
(b) During the term hereof, the Executive shall be employed by
BridgeStreet on a full-time basis. The Executive shall have all powers
and duties consistent with his position, subject to the direction and
control of BridgeStreet's Chief Executive Officer and Board of Directors
(the "Board"), and shall perform such other duties and responsibilities
on behalf of BridgeStreet and its Affiliates as may reasonably be
designated from time to time by the Chief Executive Officer or the Board
or its designees.
(c) During the term hereof, the Executive shall devote his full
business time and his best efforts, business judgment, skill and
knowledge exclusively to the advancement of the business and interests
of BridgeStreet and its Affiliates and to the discharge of his duties
and responsibilities hereunder. During the term hereof, the Executive
shall not engage in any other business activity or serve in any
industry, trade, professional, governmental or academic position during
2
the term of this Agreement without permission of the Board.
4. COMPENSATION AND BENEFITS. As compensation for all services
performed by the Executive under and during the term hereof and subject to
performance of the Executive's duties and of the obligations of the Executive,
pursuant to this Agreement or otherwise:
(a) BASE SALARY. During the term hereof, BridgeStreet shall pay
the Executive a base salary at the rate of two hundred thousand dollars
($200,000) per annum, payable in accordance with the payroll practices
of BridgeStreet for its executives and subject to increase from time to
time by the Board or the Compensation Committee of the Board, in its
sole discretion. Such base salary, as from time to time increased, is
hereafter referred to as the "Base Salary".
(b) BONUS COMPENSATION. The Executive shall be entitled to
participate in the bonus plan described on Exhibit A attached hereto
which will entitle him to receive up to a maximum of thirty percent
(30%) of his Base Salary.
(c) STOCK OPTIONS. Effective as of the date of the Executive's
employment the Executive shall be granted stock options to purchase
seventy-five thousand (75,000) shares of Common Stock of BridgeStreet
at a price per share equal to two dollars ($2.00) per share of
BridgeStreet Common Stock. Such stock options shall be granted pursuant
to, and shall be subject to the terms and conditions of, BridgeStreet's
employee stock option plan or other equity incentive plan then in
effect and the policies of the Board then in effect with regard to the
grant of stock options and the terms hereof, but shall in all events
provide as follows:
(i) The term of the stock options shall be for ten
years (subject to earlier termination as set forth in the plan
for merger and similar transactions).
(ii) The stock options shall become exercisable in
equal installments on the first, second and third
anniversaries of the date of the Executive's employment
provided that on each such date the Executive is employed by
BridgeStreet.
(iii) In the event that the Company undergoes a
Change in Control (as defined in Exhibit B attached hereto)
all stock options to become exercisable in the year of the
Change in Control shall become exercisable on the date of the
Change in Control and fifty percent (50%) of the remaining
unvested stock options shall become exercisable effective on
the date of the Change in Control.
3
(iv) In the event BridgeStreet terminates the
Executive's employment with BridgeStreet notwithstanding the
terms of this Agreement, fifty percent (50%) of any stock
options not yet exercisable shall become exercisable and shall
remain exercisable for a period of three months from the date
of termination. In the event BridgeStreet terminates the
Executive's employment with BridgeStreet for Cause (as
hereinafter defined), all of the stock options exercisable by
the Executive on the date of termination shall be exercisable
for a period of one month from the date of termination and all
other stock options shall terminate as of the date the
Executive's employment terminates.
(v) In the event the Executive's employment with
BridgeStreet terminates because of his death, fifty percent
(50%) of any stock options not yet exercisable shall become
exercisable.
(d) OTHER BENEFITS. During the term hereof, the Executive shall
be entitled to receive medical insurance coverage and to participate in
any and all employee benefit plans from time to time in effect for
employees of BridgeStreet generally, except to the extent such plans are
in a category of benefit (including without limitation bonus
compensation) otherwise provided to the Executive. Such participation
shall be subject to (i) the terms of the applicable plan documents, (ii)
generally applicable BridgeStreet policies and (iii) the discretion of
the Board or any administrative or other committee provided for in or
contemplated by such plan. BridgeStreet may alter, modify, add to or
delete its employee benefit plans at any time as it, in its sole
judgment, determines to be appropriate, without recourse by the
Executive.
(e) BUSINESS EXPENSES. BridgeStreet shall pay or reimburse the
Executive for all reasonable and necessary business expenses incurred or
paid by the Executive in the performance of his duties and
responsibilities hereunder, subject to any maximum annual limit and
other restrictions on such expenses set by the Board and to such
reasonable substantiation and documentation as may be specified by
BridgeStreet from time to time.
(f) RELOCATION EXPENSES. BridgeStreet shall pay or reimburse
the executive up to fifty thousand dollars ($50,000) for all reasonable
and necessary expenses incurred or paid by the Executive in relocating
his principal residence from ▇▇▇▇▇▇, Ohio, to Twinsburg, Ohio, as
described on Exhibit C attached hereto, subject to such reasonable
substantiation and documentation as may be specified by BridgeStreet
from time to time. BridgeStreet will gross up the
4
relocation expense reimbursement to the Executive for all applicable
payroll taxes incurred by the Executive as a result of the inclusion of
such relocation expenses in his gross wages. If the Executive voluntarily
terminates his employment with BridgeStreet within two (2) years of his
original employment date, the Executive will reimburse BridgeStreet two
thousand dollars ($2500) for every month or portion thereof, for which
the Executive has been employed that is less than twenty-four (24)
months.
(g) VACATION. The Executive shall be entitled to four fully paid
weeks of vacation each year to be taken at such times as shall not
unreasonably interfere with the Executive's employment obligations and
responsibilities and BridgeStreet's reasonable requirements. The
Executive's rights to vacations shall not cumulate from year to year.
5. TERMINATION OF EMPLOYMENT. Notwithstanding the provisions of Section
2 hereof, the Executive's employment hereunder shall terminate prior to the
expiration of the term under the following circumstances:
(a) DEATH. In the event of the Executive's death during the term
hereof, the Executive's employment hereunder shall immediately and
automatically terminate. In that event, BridgeStreet shall pay to the
Executive's designated beneficiary or, if no beneficiary has been
designated by the Executive, to his estate, any earned and unpaid Base
Salary, prorated through the date of his death.
(b) DISABILITY.
(i) BridgeStreet may terminate the Executive's
employment hereunder, upon notice to the Executive, in the event
that the Executive becomes disabled through any illness, injury,
accident or condition of either a physical or psychological
nature and, as a result, is unable to perform substantially all
of his duties and responsibilities hereunder for ninety (90)
consecutive days or for an aggregate of one hundred eighty (180)
days during any period of three hundred sixty-five (365)
consecutive calendar days.
(ii) The Board may designate another executive to act in
the Executive's place during any period of the Executive's
disability. Notwithstanding any such designation, the Executive
shall continue to receive the Base Salary in accordance with
Section 4(a) and benefits in accordance with Section 4(d), to
the extent permitted by the then-current terms of the applicable
benefit plans, until the Executive becomes eligible for
disability income benefits under any disability income plan (if
5
one is provided by BridgeStreet) or until the termination of his
employment, whichever shall first occur.
(iii) While receiving disability income payments under
BridgeStreet's disability income plan, if any, the Executive
shall not be entitled to receive any Base Salary under Section
4(a) hereof, but shall continue to participate in BridgeStreet
benefit plans in accordance with Section 4(d) and the terms of
such plans, to the extent permitted by such plans, until the
termination of his employment.
(iv) If any question shall arise as to whether during
any period the Executive is disabled through any illness,
injury, accident or condition of either a physical or
psychological nature so as to be unable to perform substantially
all of his duties and responsibilities hereunder, the Executive
may, and at the request of BridgeStreet shall, submit to a
medical examination by a physician selected by BridgeStreet to
whom the Executive or his duly appointed guardian, if any, has
no reasonable objection to determine whether the Executive is so
disabled and such determination shall for the purposes of this
Agreement be conclusive of the issue. If such question shall
arise and the Executive shall fail to submit to such medical
examination, BridgeStreet's determination of the issue shall be
binding on the Executive.
(c) BY BRIDGESTREET FOR CAUSE. BridgeStreet may terminate the
Executive's employment hereunder for Cause at any time upon notice to the
Executive setting forth in reasonable detail the nature of such Cause. The
following, as determined by the Board in its reasonable judgment, shall
constitute Cause for termination:
(i) The Executive's repeated failure to perform (other than by
reason of disability), or gross negligence in the performance
of, his material duties and responsibilities hereunder and the
continuance of such failure or negligence for a period of thirty
(30) days after notice to the Executive;
(ii) Material breach by the Executive of any provision of this
Agreement or any other written agreement between the Executive
and BridgeStreet or any of its Affiliates;
(iii) Other conduct by the Executive that involves a material
violation of law or breach of fiduciary obligation on the part
of the Executive or is otherwise materially harmful to the
6
business, interests, reputation or prospects of BridgeStreet or
any of its Affiliates.
Upon the giving of notice of termination of the Executive's employment
hereunder for Cause, BridgeStreet shall not have any further obligation or
liability to the Executive, other than for Base Salary earned and unpaid at the
date of termination and except as provided below:
(A) BridgeStreet shall continue to pay to the Executive
his Base Salary as of the date of termination for a period of
one month.
(B) BridgeStreet shall continue to provide Executive
with the medical insurance coverage contemplated by Section 4(d)
for a period of one month.
(d) CHANGE OF CONTROL. The Executive may terminate his
employment hereunder at any time during the three-month period beginning three
months after a Change of Control has occurred by written notice given to
BridgeStreet. In the event of such termination:
(i) BridgeStreet shall continue to pay to the Executive
his Base Salary as of the date of the Change of Control for six
months from the date of termination.
(ii) BridgeStreet shall continue to provide Executive
with the medical insurance coverage contemplated by Section 4(d)
for six months from the date of termination.
6. EFFECT OF TERMINATION. The provisions of this Section 6 shall
apply to termination due to the expiration of the term, pursuant to Section 5 or
otherwise, except as otherwise provided in Section 5.
(a) Except as otherwise provided in paragraph (d), payment by
BridgeStreet of any Base Salary and contributions to the cost of the
Executive's continued participation in BridgeStreet's group health and
dental plans, if any, that are due the Executive in each case under the
applicable termination provision of Section 5 shall constitute the
entire obligation of BridgeStreet to the Executive.
7
(b) Except as otherwise provided in paragraph (d), benefits
shall terminate pursuant to the terms of the applicable benefit plans
based on the date of termination of the Executive's employment without
regard to any continuation of Base Salary or other payment to the
Executive following such date of termination.
(c) Except as otherwise provided in paragraph (d), provisions of
this Agreement shall survive any termination if so provided herein or if
necessary or desirable fully to accomplish the purposes of such
provisions, including without limitation the obligations of the
Executive under Sections 7 and 8 hereof. The Executive recognizes that
no compensation is earned after termination of employment except as
provided in paragraph (d).
(d) In the event the Executive's employment by BridgeStreet is
terminated by BridgeStreet notwithstanding the terms of this Agreement:
(i) BridgeStreet shall continue to pay to the Executive
his Base Salary as of the date of termination for the term of
this Agreement or twelve months, whichever is longer.
(ii) BridgeStreet shall continue to provide Executive
with the medical insurance coverage contemplated by Section 4(d)
for the term of this Agreement or twelve months, whichever is
longer.
7. CONFIDENTIAL INFORMATION.
(a) The Executive acknowledges that BridgeStreet and its
Affiliates will continually develop Confidential Information, that the
Executive may develop Confidential Information for BridgeStreet or its
Affiliates and that the Executive may learn of Confidential Information.
The Executive agrees that, except as required for the proper performance
of his duties for BridgeStreet, he will not, directly or indirectly, use
or disclose any Confidential Information, as defined below. The
Executive understands and agrees that this restriction will continue to
apply after his employment terminates, regardless of the reason for
termination.
(b) The Executive agrees that all Confidential Information which
he creates or to which he has access as a result of his employment or
the rendering of other services to BridgeStreet is and shall remain the
sole and exclusive property of BridgeStreet. Except as required for the
proper performance of his duties, the Executive will not copy any
8
documents, tapes or other media containing Confidential Information
("Documents") or remove any Documents, or copies, from BridgeStreet's
premises. The Executive will return to BridgeStreet immediately after
his employment terminates, and at such other times as may be specified
by BridgeStreet, all Documents and copies and all other property of
BridgeStreet then in his possession or control.
8. RESTRICTED ACTIVITIES. The Executive agrees that some restrictions
on his activities during and after his employment are necessary to protect the
goodwill, Confidential Information and other legitimate interests of
BridgeStreet and its Affiliates:
(a) The Executive agrees that, during the term hereof and for a
period of two (2) years immediately following termination of his
employment (the "Non-Competition Period"), he will not, directly or
indirectly, whether as an owner, partner, investor, consultant, employee
or otherwise, provide services to or engage in, or undertake any
planning to engage in, any type of business or enterprise in any way
similar to or competitive with the Business of BridgeStreet or any of
its Affiliates.
(b) The Executive agrees that, during the term hereof, he will
not undertake any outside activity, whether or not competitive with the
Business of BridgeStreet or any of its Affiliates, that could reasonably
give rise to a conflict of interest or otherwise interfere with his
duties and obligations to BridgeStreet or any of its Affiliates.
(c) The Executive further agrees that during the term hereof and
during the Non-Competition Period, the Executive will not, and will not
assist anyone else to, (i) hire any employee of BridgeStreet or any of
its Affiliates or seek to persuade any employee of BridgeStreet or any
of its Affiliates to discontinue employment, (ii) solicit or encourage
any customer or vendor of or lessor to BridgeStreet or any of its
Affiliates to terminate or diminish its relationship with BridgeStreet
or any of its Affiliates, (iii) seek to persuade any customer or
prospective customer of BridgeStreet or any of its Affiliates to conduct
with anyone else any business or activity that such customer or
prospective customer conducts or could conduct with BridgeStreet or any
of its Affiliates, or (iv) call upon any prospective acquisition
candidates on the Executive's own behalf or on behalf of any third
party, which candidate was either called upon by the Executive or for
which the Executive made or had access to an acquisition analysis for
BridgeStreet.
9. NOTIFICATION REQUIREMENT. Until four (4) weeks after the conclusion
of the Non-Competition Period, the Executive shall give notice to
9
BridgeStreet of each new business activity he plans to undertake, at least
ninety (90) days prior to beginning any such activity. Such notice shall state
the name and address of the Person for whom such activity is undertaken and the
nature of the Executive's business relationship(s) and position(s) with such
Person. The Executive shall provide BridgeStreet with such other pertinent
information concerning such business activity as BridgeStreet may reasonably
request in order to determine the Executive's continued compliance with his
obligations under Sections 7 and 8 hereof.
10. ENFORCEMENT OF COVENANTS. The Executive acknowledges that he has
carefully read and considered all the terms and conditions of this Agreement,
including the restraints imposed upon him pursuant to Sections 7 and 8 hereof.
The Executive agrees that said restraints are necessary for the reasonable and
proper protection of BridgeStreet and its Affiliates and that each and every one
of the restraints is reasonable in respect to subject matter, length of time and
geographic area. The Executive further agrees that all goodwill of BridgeStreet
and its Affiliates is their exclusive property. The Executive further
acknowledges and agrees that, were he to breach any of the covenants contained
in Sections 7 or 8 hereof, the damage would be irreparable. The Executive
therefore agrees that BridgeStreet or any of its Affiliates, as the case may be,
in addition to any other remedies available to it, shall be entitled to
preliminary and permanent injunctive relief against any breach or threatened
breach by the Executive of any of said covenants, without having to post bond.
The parties further agree that, in the event that any provision of Sections 7 or
8 hereof shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large a
geographic area or too great a range of activities, such provision shall be
deemed to be modified to permit its enforcement to the maximum extent permitted
by law.
11. CONFLICTING AGREEMENTS. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which
the Executive is a party or is bound and that the Executive is not subject to
any covenants against competition or similar covenants that would affect the
performance of his obligations hereunder. The Executive will not disclose to or
use any proprietary information of a third party without such party's consent.
12. DEFINITIONS. Words or phrases which are initially capitalized or
are within quotation marks shall have the meanings provided in this Section 12
and as provided elsewhere herein. For purposes of this Agreement, the following
definitions apply:
(a) "Affiliates" means all persons and entities directly or
10
indirectly controlling, controlled by or under common control with
BridgeStreet, where control may be by either management authority or
equity interest.
(b) "Business of BridgeStreet" means the business of
BridgeStreet and its operating subsidiaries which provide
lodging related services including but not limited to
providing temporary and permanent lodging accommodations,
acting as a reservation agent, providing property management
services, providing real estate brokerage services and other
various services related to the lodging industry. BridgeStreet
business does not include hotel, motel, inn or other fixed
location lodging.
(c) "Confidential Information" means any and all information
of BridgeStreet or of its Affiliates that is not generally
known by others with whom BridgeStreet or any of its
Affiliates does, or plans to, compete or do business,
including but not limited to (i) BridgeStreet's or any of its
Affiliates' products and services, technical data, methods and
processes, (ii) BridgeStreet's or any of its Affiliates'
marketing activities and strategic plans, (iii) BridgeStreet's
or any of its Affiliates' costs and sources of supply, (iv)
the identity and special needs of BridgeStreet's or any of its
Affiliates' customers and prospective customers, vendors and
prospective vendors, and acquisition candidates and (v) the
people and organizations with whom BridgeStreet or any of its
Affiliates has business relationships and those relationships.
Confidential Information also includes such information that
BridgeStreet or any of its Affiliates may receive or has
received belonging to customers or others who do business with
BridgeStreet or any of its Affiliates.
(d) "Person" means an individual, a corporation, an
association, a partnership, an estate, a trust and any other
entity or organization, other than BridgeStreet or any of its
Affiliates.
13. WITHHOLDING. All payments made under this Agreement shall be
reduced by any tax or other amounts required to be withheld under applicable
law.
14. ASSIGNMENT. Neither BridgeStreet nor the Executive may make any
assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other; provided, however,
that BridgeStreet may assign its rights and obligations under this Agreement
without the consent of the Executive in the event that BridgeStreet shall
hereafter effect a reorganization, consolidate with, or merge into, any other
Person or transfer all or substantially all of its properties or assets to any
other Person. This Agreement shall inure to the benefit of and be binding upon
BridgeStreet and the Executive, their respective successors, executors,
administrators, heirs and permitted assigns.
11
15. SEVERABILITY. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
16. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of either party to
require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
17. NOTICES. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered in person or deposited in the United States mail,
postage prepaid, registered or certified, and addressed to the Executive at his
last known address on the books of BridgeStreet or, in the case of BridgeStreet,
at BridgeStreet's principal place of business, attention of Chairman of the
Board, or to such other address as either party may specify by notice to the
other actually received.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior communications, agreements and
understandings, written or oral, with respect to the terms and conditions of the
Executive's employment.
19. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by an expressly authorized
representative of BridgeStreet.
20. HEADINGS. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
22. GOVERNING LAW. This Agreement shall be construed and enforced under
and be governed in all respects by the laws of the State of Ohio, without regard
to the conflict of laws principles thereof. Each party hereby agrees to
12
submit himself or itself to the jurisdiction of the Common Pleas Court of the
State of Ohio and to the jurisdiction of the United States District Court for
Summit County the Northern District of Ohio, for purposes of any suit, action,
or other proceeding arising out of this Agreement and to the subject matter of
the same, and hereby waives, and agrees not to assert, as a defense in any such
suit, action, or proceeding that he or it is not subject to such jurisdiction,
or that such suit, action or proceeding may not be brought or is not
maintainable in such courts, or that any suit, action, or proceeding brought in
any other court is not transferable to any such Ohio court.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Executive and BridgeStreet, by its duly authorized
representative, as of the date first above written.
EXECUTIVE: BRIDGESTREET ACCOMMODATIONS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------- --------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
13
EXHIBIT A
BRIDGESTREET ACCOMMODATIONS, INC.
BONUS COMPENSATION PROGRAM
A bonus will be earned based upon the Executive's achievement of his performance
objectives and based upon BridgeStreet's achievement of its overall annual
profitability performance objectives.
The bonus allocation is as follows:
25% of bonus based upon achievement of Executive's performance objectives
75% of bonus based upon BridgeStreet achievement of annual profitability
objectives.
Bonus is earned annually and paid subject to BridgeStreet's customary bonus
payment practices, which are subject to change. Current bonus payment practice
is the first payroll in March of the year following the year in which the bonus
was earned. Payment of bonus is contingent upon employment at time of bonus
payment.
14
EXHIBIT B
"Change in Control" means the occurrence of any of the following events:
(a) BridgeStreet is a party to, or the stockholders approve, a merger,
consolidation or reorganization with another corporation (other than a merger,
consolidation or reorganization that would result in the voting power of the
securities outstanding immediately before such merger, consolidation or
reorganization to continue to represent (either by virtue of such securities
remaining outstanding or being converted into securities of the surviving
entity) more than 50% of the voting power immediately following such merger,
consolidation or reorganization); (b) a sale of all, or substantially all, of
the assets of BridgeStreet; (c) any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, or any
syndicate or group deemed to be a person under Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the
"beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of shares of Common Stock representing 51% or more of the voting
power of BridgeStreet's then outstanding securities entitled to vote in the
election of directors of BridgeStreet; (d) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board,
and any new directors whose election by the Board or nomination for election by
BridgeStreet's stockholders was approved by a vote of at least three-quarters of
the directors then still in office who either were directors at the beginning of
the period or whose selection or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or (e)
BridgeStreet is dissolved or liquidated; provided, however, that a change in
control under clause (a), (b), (c) or (e) shall not be deemed to be a Change in
Control as a result of an acquisition of securities of BridgeStreet (or, in the
case of clause (e), assets of BridgeStreet or securities of a successor to
BridgeStreet) by an employee benefit plan maintained by BridgeStreet (or, in the
case of clause (e), a successor) for its employees.
15
EXHIBIT C
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
EMPLOYMENT AGREEMENT WITH BRIDGESTREET INTERNATIONAL INC.
MOVING EXPENSES ADDENDUM
BridgeStreet Accommodations, Inc.("BridgeStreet") will reimburse ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") for the following moving expenses in conjunction with his
employment as Chief Operating Officer of BridgeStreet and relocation to
Twinsburg:
HOME-SALE ASSISTANCE EXPENSES TO INCLUDE:
- Real estate brokers commission for ▇▇▇▇▇▇▇▇ home at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
- Closing costs to include all expenses incurred for the sale of ▇▇▇▇▇▇▇▇
home at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
HOME-BUYING ASSISTANCE EXPENSES TO INCLUDE:
- House hunting trips/expenses including lodging, meals, baby-sitting,
laundry, telephone, transportation, etc. for ▇▇▇▇▇▇▇▇ and his family.
- Home-buying expenses including legal fees, loan application fees, loan
origination fees, state transfer taxes, home inspection fees,
pre-purchase property appraisal, escrow fees, radon-testing and any
other actual expenses incurred in conjunction with the purchase of a new
home.
RELOCATION EXPENSES TO INCLUDE:
- Family relocation expenses for air travel, rental car, hotel or motel
and meals
- Transportation of household goods - pickup and delivery, packing and
unpacking
- Transportation of automobiles
- Any miscellaneous expenses incurred as a result of ▇▇▇▇▇▇▇▇'▇ move to
Twinsburg
