VISTANA, INC.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
May 28, 1998
▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Senior Vice President & General Counsel
Vistana, Inc.
Re: Corrections to Employment Agreement Schedule
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Dear ▇▇▇▇▇:
As we have discussed, Schedule B to the Employment Agreement dated December
27, 1996 between Vistana, Inc. and you contains a typographical error relating
to the period during which you are entitled to receive severance payments in the
event you cease to be employed by Vistana for certain reasons specified in your
Employment Agreement. In the section entitled "Monthly Severance Amount," the
denominator was incorrectly shown as 52 when it should have been 24 to
correspond to a 24-month severance period. Enclosed is a new Schedule B to your
Employment Agreement which corrects this error and incorporates the adjustment
to your Base Salary for the 1998 fiscal year approved by the Compensation
Committee at its January meeting.
Please carefully review the enclosed Schedule B to confirm the accuracy
thereof. If the enclosed Schedule B is accurate, please execute the enclosed
copy of this letter in the space provided below and return it to the
undersigned, whereupon the enclosed Schedule B will be substituted for the
existing Schedule B. Please keep your copy of this letter and revised Schedule
B with your own copy of your Employment Agreement.
Very truly yours,
VISTANA, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By:_________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Enclosure
ACKNOWLEDGED AND CONFIRMED:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE B
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EMPLOYEE COMPENSATION
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(Revised Effective January 1, 1998)
1. Employee Name: ▇▇▇▇▇ ▇▇▇▇▇
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2. Base Salary: $236,900
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3. Annual Bonus Amount: Up to 40% of Adjusted Base Salary; Formula
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to approximate that of other senior
executive officers.
4. Severance Amount: The product of (i) 120% of Employee's
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Adjusted Base Salary as of the Termination
Date, multiplied by (ii) two.
5. Monthly Severance Payment: The quotient of (i) the Severance Amount
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determined in accordance with Item No. 4
above, divided by (ii) 24.
