VISTANA, INC.
0000 XXXXXXX XXXXXX XXXXX
XXXXXXX, XXXXXXX 00000
March 4, 1999
Xx. Xxxx X. Xxxxxx
Vice President & Chief Accounting Officer
Vistana, Inc.
Re: First Amendment to Employment Agreement
---------------------------------------
Dear Xxxx:
Attached hereto is a revised Schedule B to the Employment Agreement dated
January 30, 1998 between Vistana, Inc. and you which incorporates the adjustment
to your Base Salary and Annual Bonus Amount for the 1999 fiscal year approved by
the Compensation Committee at its February 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.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Enclosure
ACKNOWLEDGED AND CONFIRMED:
/s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
SCHEDULE B
to
EMPLOYMENT AGREEMENT with XXXX X. XXXXXX
(Revised Effective January 30, 1999)
1. Base Salary: For the remainder of the 1999 calendar year, the Company shall
pay to Employee an annual salary equal to $177,500 (the "Base Salary"). For
each calendar year during the term of this Agreement commencing with the
next ensuing calendar year, the Company shall pay Employee an annual salary
(the "Adjusted Base Salary") determined by the Company's Chief Executive
Officer or its Board of Directors (or the Compensation Committee thereof);
provided, however, that the Adjusted Base Salary shall be no less than the
Base Salary.
2. Bonus Amount: From and after January 1, 1999, Employee shall be entitled to
annual bonuses, if any, as shall be specified in written performance plans
which are agreed to by the Company and Employee on a year-to-year basis.
The Company and Employee acknowledge that (i) such performance plans shall
be similar in form to that currently in effect for similar level employees
of the Company having responsibilities similar to the responsibilities of
Employee hereunder and (ii) such performance plans shall provide
eligibility for annual bonuses not to exceed 30% of Employee's Base Salary
or Adjusted Base Salary (as applicable).
3. Paid Vacation Time: Four weeks per calendar year. (Unused vacation time may
not be carried over from year to year unless approved by the Company in
writing or permitted by Company policy).
4. Severance Amount: Employee's monthly Base Salary (or, if applicable,
Adjusted Base Salary) payable (in accordance with the Company's normal
payroll policies) during the Severance period.
5. Severance Period: The period from the Termination Date until the earlier to
occur of (i) the twelve months' anniversary of the Termination Date and
(ii) the Expiration Date.
2
