Exhibit 10.18
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 14th day of March,
2000, by Crestline Hotels & Resorts, Inc., a corporation formed under the laws
of the State of Delaware and a wholly owned subsidiary of Crestline Capital
Corporation ("Crestline") with its principal place of business at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 ("CHRI"), and Xxxxx Xxxxxx, residing at
0000 Xxxxxxx Xxxxxx Xxxx, XxXxxx, Xxxxxxxx 00000 ("Xx. Xxxxxx").
WHEREAS, CHRI wishes to purchase substantially all of the assets used in,
or useful to, the operation of that certain hotel management and leasing
business heretofore conducted by one or more of Xxxxxx Companies, Inc.,
Xxxxxx/Xxxxxxxx Companies, Inc., Xxxxxx Hotel Group, Inc., Hotel on the Hill,
LLC, Beachside Hospitality, Inc., Singer Hospitality Management, Inc., PBG
Hospitality Management, Inc., Jacksonville Hotel Group, Xxxxxx Harrisburg, Inc.,
Greenville Hospitality Management, Inc. and Jacksonville Hospitality, Inc.
(collectively, and jointly and severally, "the Xxxxxx Group"), all on the terms
and conditions set forth in the Asset Purchase Agreement by and among CHRI, the
Xxxxxx Group, and Xx. Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx and
Xxxxxx Xxxxx of even date herewith (the "Asset Purchase Agreement");
WHEREAS, Xx. Xxxxxx is a shareholder in and officer of the Xxxxxx Group;
WHEREAS, as a material inducement and precondition to CHRI's consummation
of such acquisition and Xx. Xxxxxx'x execution of the Asset Purchase Agreement,
the parties have agreed to execute this Agreement and to be bound by the terms
and conditions hereof; and
WHEREAS, CHRI desires to employ Xx. Xxxxxx and to have the benefit of his
skills and services, and Xx. Xxxxxx desires to be employed by CHRI, on the terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:
1. Term of Employment
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CHRI hereby employs Xx. Xxxxxx, and Xx. Xxxxxx hereby accepts employment
with CHRI, upon the terms and conditions set forth in this Agreement. Unless
terminated earlier pursuant to Section 5, Xx. Xxxxxx'x employment pursuant to
this Agreement shall be for the three (3)-year period commencing on the date
hereof (the "Commencement Date"). The period during which Xx. Xxxxxx is employed
pursuant to this Agreement is the "Employment Period."
2. Title; Duties
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Xx. Xxxxxx shall be employed as an Executive Vice President of CHRI. Xx.
Xxxxxx shall report to the President and Chief Executive Officer of CHRI. Xx.
Xxxxxx shall perform such services consistent with his position as Executive
Vice President of CHRI as may be assigned to him from time to time by the
President and Chief Executive Officer of CHRI and are consistent with the bylaws
of CHRI, including, but not limited to, overall management of the affairs of
CHRI.
3. Extent of Services
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(a) General. Xx. Xxxxxx agrees not to engage in any business activities
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during the Employment Period except those which are for the sole benefit of
CHRI, and to devote his entire business time, attention, skill and effort
to the performance of his duties under this Agreement. Notwithstanding the
foregoing, Xx. Xxxxxx may engage in personal investment activities provided
that those activities do not impair the performance of his responsibilities
under this Agreement. With the prior approval of the Board of Directors of
CHRI, Xx. Xxxxxx may serve on the boards of directors of other
corporations. Xx. Xxxxxx shall perform his duties to the best of his
ability, shall adhere to CHRI's published policies and procedures provided
to him from time to time, and shall use his best efforts to promote CHRI's
interests, reputation, business and welfare.
(b) Corporate Opportunities. Xx. Xxxxxx agrees that he will not take
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personal
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advantage of any business opportunities which arise during his employment
with CHRI and which may be of benefit to CHRI unless he shall have first
received the approval of the President and Chief Executive Officer of
Crestline after promptly disclosing to the President and Chief Executive
Officer of Crestline all material facts regarding such opportunities.
4. Compensation and Benefits
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(a) Salary. CHRI shall pay Xx. Xxxxxx a gross base annual salary (as it
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may be adjusted from time to time, the "Base Salary") of $250,000 during
the Employment Period. The Base Salary shall be payable in arrears in
approximately equal semi-monthly installments (except that the first and
last such semi-monthly installments may be prorated if necessary) on CHRI's
regularly scheduled payroll dates, minus such deductions as may be required
by law or reasonably requested by Xx. Xxxxxx. Crestline's Compensation
Policy Committee (the "Compensation Committee") shall review Xx. Xxxxxx'x
Base Salary in conjunction with the regular review of employee salaries and
make such adjustments, if any, to the Base Salary as the Compensation
Committee shall deem appropriate.
(b) Incentive Bonus. Xx. Xxxxxx will be eligible to participate in CHRI's
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Annual Incentive Plan (the "Annual Incentive Plan"), with the opportunity
to earn a bonus (the "Bonus") if he meets certain financial and
discretionary measures set forth in the Annual Incentive Plan. The Bonus
will be expressed as a percentage of Base Salary, and will be calculated as
follows: twenty-five percent (25%) at threshold, fifty percent (50%) at
target, and seventy-five percent (75%) at maximum. Xx. Xxxxxx'x Bonus will
be based on the goals set by the Compensation Committee for the executive
group of Crestline. Notwithstanding the foregoing, Xx. Xxxxxx shall be
guaranteed a minimum Bonus of fifty percent (50%) of Base Salary for year
2000.
(c) Stock. During the first quarter of 2000, Xx. Xxxxxx will be awarded
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nonqualified stock options (the "Stock Options") to purchase 100,000 shares
of Crestline's common stock and granted 15,000 shares of restricted
Crestline stock (the "Restricted Stock"). The exercise price of the Stock
Options will be determined under the Crestline Capital
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Corporation 1998 Comprehensive Stock Incentive Plan (the "Stock Incentive
Plan") as of the date of grant. Xx. Xxxxxx may elect to satisfy his minimum
statutory tax withholding obligation with respect to the Restricted Stock
by having CHRI (or Crestline) withhold shares in accordance with Article
XIII of the Stock Incentive Plan. The Stock Options and Restricted Stock
will vest in accordance with the following schedule:
Vested Vested Shares of
Months of Continuous Employment Options Restricted Stock
------------------------------- ------- ----------------
12 33,333 3,000
24 33,333 3,000
36 33,334 3,000
48 3,000
60 3,000
Xx. Xxxxxx will be eligible for future grants or programs under the Stock
Incentive Plan at the sole discretion of the Compensation Committee or any
subcommittee thereof that is responsible for administering the Stock
Incentive Plan and pursuant to such terms as the Compensation Committee or
such subcommittee shall determine.
(d) Other Benefits. Xx. Xxxxxx will be eligible to participate in the
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employee benefit plans of CHRI (provided that such plans are not materially
different from those of Crestline), including the Health Plan, Dental Plan,
Flexible Spending Accounts, Employee Stock Purchase, Executive Deferred
Compensation Plan, Retirement and Savings Plan, Group Term Life Plan,
Disability Plan, and Paid Time Off in accordance with the terms of those
plans and to the same extent they are available to CHRI's executive group;
provided, however, that Xx. Xxxxxx shall not be eligible to participate in
any severance benefit plan or program of CHRI or Crestline.
(e) Reimbursement of Business Expenses. CHRI shall reimburse Xx. Xxxxxx
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for all reasonable travel, entertainment and other expenses incurred or
paid by Xx. Xxxxxx in connection with, or related to, the performance of
his duties, responsibilities or services under this Agreement, upon
presentation by Xx. Xxxxxx of documentation, expense statements, vouchers,
and/or such other supporting information as CHRI may reasonably
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request consistent with CHRI's business expense policy.
5. Termination
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(a) Termination by CHRI for Cause. CHRI may terminate Xx. Xxxxxx'x
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employment under this Agreement at any time for Cause, upon written notice
by CHRI to Xx. Xxxxxx. For purposes of this Agreement, "Cause" for
termination shall mean any of the following: (i) the conviction of Xx.
Xxxxxx of, or the entry of a plea of guilty or nolo contendere by Xx.
Xxxxxx to, any felony; (ii) fraud, misappropriation or embezzlement by Xx.
Xxxxxx with regard to the assets of CHRI, Crestline, or any of their
affiliates; (iii) Xx. Xxxxxx'x willful failure or gross negligence in the
performance of his duties for CHRI as assigned to him in accordance with
this Agreement, which failure or negligence continues for more than thirty
(30) calendar days following Xx. Xxxxxx'x receipt of written notice of such
willful failure or gross negligence; (iv) Xx. Xxxxxx'x breach of his
fiduciary duty to CHRI, Crestline, or any of their affiliates; (v) the
breach by Xx. Xxxxxx of Sections 7 or 8 of this Agreement; (vi) any act or
omission of Xx. Xxxxxx that has a demonstrated and material adverse impact
on CHRI's reputation for honesty and fair dealing; or (vii) the breach by
Xx. Xxxxxx of any other material term of this Agreement.
(b) Termination by CHRI or Xx. Xxxxxx Without Cause. Either party may
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terminate this Agreement at any time without Cause, upon giving the other
party thirty (30) days written notice. At CHRI's sole discretion, it may
substitute thirty (30) days salary in lieu of notice. Any salary paid to
Xx. Xxxxxx in lieu of notice shall not be offset against any entitlement
Xx. Xxxxxx may have to the Early Termination Payment pursuant to Section
6(c).
(c) Termination by Xx. Xxxxxx for Good Reason. Xx. Xxxxxx may terminate
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his employment under this Agreement at any time for Good Reason, upon
written notice by Xx. Xxxxxx to CHRI given no later than sixty (60) days
following the event constituting Good Reason. For purposes of this
Agreement, "Good Reason" for termination shall mean (i) the assignment to
Xx. Xxxxxx of substantial duties or responsibilities inconsistent with Xx.
Xxxxxx'x position at CHRI, or any other action by CHRI which results in a
substantial diminution of Xx. Xxxxxx'x duties or responsibilities; (ii)
CHRI's
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failure to pay Xx. Xxxxxx any Base Salary or other compensation to which he
is entitled, other than an inadvertent failure which is remedied by CHRI
within thirty (30) days after receipt of written notice thereof from Xx.
Xxxxxx (or five (5) days for failure to pay Base Salary); (iii) any
reduction in Base Salary or a significant reduction in Xx. Xxxxxx'x
aggregate other compensation, excluding any reductions caused by the
failure to achieve performance targets; or (iv) a Change in Control. For
purposes of this Agreement, a "Change in Control" shall mean any of the
following events: (A) any Person (as that term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")
other than Crestline or a Qualified Affiliate is or becomes the beneficial
owner (within the meaning of Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of more than 50% of the combined voting power
of CHRI's then-outstanding voting securities; (B) the merger or
consolidation of CHRI with or into any other entity, where after such
merger or consolidation any Person other than Crestline or a Qualified
Affiliate owns more than 50% of the combined voting power of the continuing
or surviving entity's voting securities outstanding immediately after such
merger or consolidation; (C) the approval by the stockholders of CHRI of a
plan of complete liquidation of CHRI, other than a liquidation into
Crestline or a Qualified Affiliate, or (D) the sale of all or substantially
all of the assets of CHRI to any person other than Crestline or a Qualified
Affiliate. For purposes of this Agreement, "Qualified Affiliate" shall mean
any direct or indirect subsidiary of Crestline, any employee benefit plan
(or related trust) sponsored or maintained by Crestline or by any entity
controlled by Crestline, or any person consisting of one or more
individuals who are then Crestline's Chief Executive Officer or any other
named executive officer (as defined in Item 402 of Regulation S-K under the
Securities Act of 1933) of Crestline as indicated in its most recent
securities filing made before the date of the transaction.
(d) Xx. Xxxxxx'x Death or Disability. Xx. Xxxxxx'x employment shall
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terminate immediately upon his death or, upon written notice as set forth
below, his Disability. As used in this Agreement, "Disability" shall mean
such physical or mental impairment as would render Xx. Xxxxxx eligible to
receive benefits under the long-term disability insurance plan offered by
CHRI in which Xx. Xxxxxx shall have elected to participate. If either party
terminates Xx. Xxxxxx'x employment because of Xx. Xxxxxx'x Disability, the
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terminating party shall give the other party thirty (30) days advance
written notice to that effect.
6. Effect of Termination
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(a) General. Regardless of the reason for any termination of this
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Agreement, Xx. Xxxxxx shall be entitled to (i) payment of any unpaid
portion of his Base Salary through the effective date of termination; (ii)
reimbursement for any outstanding reasonable business expense he has
incurred in performing his duties hereunder; (iii) continued insurance
benefits to the extent required by law; (iv) payment of any vested but
unpaid rights as required by the terms of any employee benefit plan or
program of CHRI or Crestline in which Xx. Xxxxxx shall be entitled to
participate pursuant to Section 4(d) of this Agreement; and (v) retention
of any stock options or restricted stock in which Xx. Xxxxxx shall already
have vested prior to the effective date of termination, subject to the
termination schedule for stock options set forth in Section 4(c).
(b) Termination by CHRI for Cause; Expiration of Agreement. If CHRI
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terminates Xx. Xxxxxx'x employment for Cause or Xx. Xxxxxx'x employment
ends at the expiration of three years from the Commencement Date, Xx.
Xxxxxx shall have no rights or claims against CHRI, Crestline or their
affiliates, except to receive the payments and benefits described in
Section 6(a). Furthermore, if Xx. Xxxxxx'x employment by CHRI (or
Crestline) is continued following three years from the Commencement Date,
Xx. Xxxxxx will be an employee "at-will" and shall be employed on such
terms and conditions as are mutually determined by CHRI (or Crestline) and
Xx. Xxxxxx without regard to the terms of this Agreement.
(c) Termination by CHRI Without Cause or by Xx. Xxxxxx for Good Reason. If
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CHRI terminates Xx. Xxxxxx'x employment without Cause pursuant to Section
5(b), or Xx. Xxxxxx terminates his employment for Good Reason pursuant to
Section 5(c), Xx. Xxxxxx shall be entitled to receive, in addition to the
items referenced in Section 6(a), (i) early termination pay (the "Early
Termination Payment") comprised of a pro-rated Bonus based upon the goals
achieved by Xx. Xxxxxx during the fiscal year in which the termination
occurs, plus an amount equal to the lesser of (A) the Base Salary for a
twelve
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(12) month period or (B) the Base Salary for any unexpired balance of the
three-year term of this Agreement, in either case computed using the Base
Salary in effect at the date of termination and subject to all legally
required payroll deductions and withholdings for sums owed by Xx. Xxxxxx to
CHRI, and (ii) vesting as of the last day of his employment in any unvested
portion of any stock option and any restricted stock previously issued to
Xx. Xxxxxx. CHRI may elect, in its sole discretion, to pay the Early
Termination Payment to Xx. Xxxxxx in a lump sum or over the remainder of
the Employment Period in approximately equal installments on CHRI's
regularly scheduled payroll dates.
(d) Termination In the Event of Death or Disability. If Xx. Xxxxxx'x
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employment terminates in the event of his Disability or death, Xx. Xxxxxx
or his estate shall be entitled to receive, in addition to the items
referenced in Section 6(a), a pro-rata share of any Bonus to which he
otherwise would have been entitled for the fiscal year in which his
employment terminates and vesting as of the date of termination in any
unvested portion of any stock options or restricted stock previously issued
to Xx. Xxxxxx.
7. Confidentiality
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(a) Definition of Proprietary Information. Xx. Xxxxxx acknowledges that he
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may have been furnished or otherwise had access to, and may in the future
be furnished or otherwise have access to, confidential information which
relates to the following with regard to CHRI, Crestline, or their
affiliates: past, present or future business activities, strategies,
services or products, research and development; financial analysis and
data; improvements, inventions, processes, techniques, designs or other
technical data; profit margins and other financial information; fee
arrangements; terms and contents of leases, hotel management agreements,
hotel leases and other contracts; tenant and vendor lists or other
compilations for marketing or development; confidential personnel and
payroll information; or other information regarding administrative,
management, financial, marketing, leasing or sales activities of CHRI,
Crestline, or their affiliates, or of a third party which provided
proprietary information to CHRI or Crestline on a confidential basis. All
such information, including any materials or documents containing such
information, shall be considered by CHRI and Xx. Xxxxxx as proprietary and
confidential
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(the "Proprietary Information").
(b) Exclusions. Notwithstanding the foregoing, Proprietary Information
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shall not include (i) information disseminated by CHRI, Crestline or their
affiliates to third parties in the ordinary course of business; or (ii)
information in the public domain not as a result of a breach of any duty by
Xx. Xxxxxx or any other person; or (iii) general hotel industry knowledge,
expertise, contacts, know-how and experience developed by Xx. Xxxxxx prior
to the date hereof.
(c) Obligations. Both during and after the Employment Period, Xx. Xxxxxx
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agrees to preserve and protect the confidentiality of the Proprietary
Information and all physical forms thereof, whether disclosed to him before
this Agreement is signed or afterward. In addition, Xx. Xxxxxx shall not
(i) disclose or disseminate the Proprietary Information to any third party,
including employees of CHRI, Crestline or their affiliates without a
legitimate business need to know; (ii) remove the Proprietary Information
from the premises of CHRI, Crestline or their affiliates without a valid
business purpose; or (iii) use the Proprietary Information for his own
benefit or for the benefit of any third party.
(d) Return of Proprietary Information. Xx. Xxxxxx acknowledges and agrees
---------------------------------
that all the Proprietary Information used or generated during the course of
working for CHRI or Crestline is the property of CHRI or Crestline,
respectively. Xx. Xxxxxx agrees to deliver to CHRI or Crestline all
documents and other tangibles (including diskettes and other storage media)
containing the Proprietary Information at any time upon request by the
President and Chief Executive Officer of Crestline during his employment
and immediately upon termination of his employment.
8. Noncompetition
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(a) Restriction on Competition. During the Employment Period and (i) the
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twelve (12) month period following the expiration or termination of Xx.
Xxxxxx'x employment with CHRI for any reason other than termination by CHRI
without Cause or by Xx. Xxxxxx for Good Reason or (ii) the lesser of the
twelve (12) month period following termination of Xx. Xxxxxx'x employment
or the unexpired balance of the three-year term of this Agreement if such
termination is by CHRI without Cause or by Xx. Xxxxxx for
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Good Reason (the "Restricted Period"), Xx. Xxxxxx agrees not to engage,
directly or indirectly, as an owner, employee, consultant, partner,
principal, agent, representative, stockholder, or in any other individual,
corporate or representative capacity, in any activities competitive with
those of CHRI, Crestline or their affiliates. Notwithstanding the
prohibition in the immediately preceding sentence, (i) following the later
of Xx. Xxxxxx'x termination of employment or the third anniversary of the
Commencement Date, Xx. Xxxxxx may be employed by an entity engaged in
activities that are competitive with CHRI, Crestline or their affiliates,
provided that such entity has been in existence for at least twelve (12)
months at the time it employs Xx. Xxxxxx, and (ii) Xx. Xxxxxx shall not be
deemed to have violated this Section 8(a) by reason of his ownership of
shares in any public company, where Xx. Xxxxxx'x shareholding is five
percent (5%) or less of the shares then outstanding, provided in all cases
that Xx. Xxxxxx continues to comply with his other legal obligations to
CHRI, Crestline and their affiliates, including without limitation his
obligations pursuant to Sections 7 and 8(b) and (c) of this Agreement.
(b) Non-Solicitation of Clients. During the Restricted Period, Xx. Xxxxxx
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agrees that he will not, directly or indirectly, as an owner, employee,
consultant, partner, principal, agent, representative, stockholder, or in
any other individual, corporate or representative capacity, solicit any
Client on behalf of a competitor of CHRI, Crestline or their affiliates or
otherwise interfere with CHRI's, Crestline's or their affiliate's
relationship with such client. For purposes of this Agreement, a "Client"
is any person or entity that (i) is a client of CHRI, Crestline or their
affiliates on the date of Xx. Xxxxxx'x termination of employment, (ii) was
a client of CHRI, Crestline or their affiliates at any time during the one-
year period preceding the date of Xx. Xxxxxx'x termination of employment,
or (iii) is, on the date of Xx. Xxxxxx'x termination of employment, being
contacted by CHRI, Crestline or their affiliates as a prospective client.
To facilitate Xx. Xxxxxx'x compliance with this Section 8(b), CHRI shall
provide to him at the time of his termination of employment a list of those
persons or entities who are to be considered "prospective clients" for
purposes of this Section 8(b), which list shall constitute Proprietary
Information and shall be used by Xx. Xxxxxx for no purpose other than
compliance with this Section 8(b).
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(c) Non-Solicitation of Employees or Consultants. During the Restricted
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Period, Xx. Xxxxxx agrees that he will not, directly or indirectly, as an
owner, employee, consultant, partner, principal, agent, representative,
stockholder, or in any other individual, corporate or representative
capacity, solicit or induce any employee or consultant who is an employee
or consultant of CHRI, Crestline, or an affiliate of either of them, at the
time of such solicitation or inducement or held such a position at any time
within the six-month period preceding the date of such solicitation or
inducement to sever the employment or engagement of the employee or
consultant with CHRI, Crestline or their affiliate, or accept employment
with, or otherwise provide services to any person or entity engaged in
activities competitive with those of CHRI, Crestline or their affiliates.
(d) Acknowledgement. Xx. Xxxxxx acknowledges that he will acquire certain
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Proprietary Information concerning the past, present and future business of
CHRI, Crestline and their affiliates as the result of his employment, as
well as access to the relationships between CHRI, Crestline, and their
affiliates, and their clients and employees. Xx. Xxxxxx further
acknowledges that the business of CHRI, Crestline, and their affiliates is
very competitive and that competition by him in that business during his
employment, or after his employment terminates, would severely injure CHRI,
Crestline and their affiliates. Xx. Xxxxxx understands and agrees that the
restrictions contained in this Section 8 are reasonable and are required
for the legitimate protection of CHRI, Crestline and their affiliates, and
do not unduly limit his ability to earn a livelihood.
9. Employee Representation
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Xx. Xxxxxx represents and warrants to CHRI that he is not now under any
obligation of a contractual or other nature to any person, business or other
entity which is inconsistent or in conflict with this Agreement or which would
prevent him from performing his obligations under this Agreement.
10. Arbitration
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(a) Any disputes between CHRI and Xx. Xxxxxx in any way concerning Xx.
Xxxxxx'x employment, the termination of his employment, this Agreement or
its enforcement shall be submitted at the initiative of either party to
mandatory arbitration in Maryland before a
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single arbitrator pursuant to the Commercial Arbitration Rules of the
American Arbitration Association, or its successor, then in effect. The
decision of the arbitrator shall be rendered in writing, shall be final,
and may be entered as a judgment in any court in the State of Maryland. The
parties irrevocably consent to the jurisdiction of the federal and state
courts located in Maryland for this purpose. Each party shall be
responsible for its or his own costs incurred in such arbitration and in
enforcing any arbitration award, including attorneys' fees and expenses.
(b) Notwithstanding the foregoing, CHRI, in its sole discretion, may bring
an action in any court of competent jurisdiction to seek injunctive relief
and such other relief as CHRI shall elect to enforce Xx. Xxxxxx'x covenants
in Sections 7 and 8 of this Agreement.
(c) In any dispute between CHRI and Xx. Xxxxxx in any way concerning Xx.
Xxxxxx'x employment, the termination of his employment, this Agreement or
its enforcement, including any injunctive action brought by CHRI pursuant
to Section 10(b), the party who prevails on the merits of any claim shall
be entitled to reimbursement by the other party for all costs and expenses
reasonably incurred by the prevailing party (including arbitration costs
and legal fees and expenses) with respect to such claim.
11. Miscellaneous
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(a) Notices. All notices required or permitted under this Agreement shall
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be in writing and shall be deemed effective (i) upon personal delivery,
(ii) upon deposit with the United States Postal Service, by registered or
certified mail, postage prepaid, or (iii) in the case of facsimile
transmission or delivery by nationally recognized overnight deliver
service, when received, addressed as follows:
(i) If to CHRI, to:
Crestline Hotels & Resorts, Inc.
c/o Crestline Capital Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
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Attention: General Counsel
Fax No. 240/000-0000
(ii) If to Xx. Xxxxxx, to:
Xx. Xxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
With a copy to:
Xxxxx Xxxx LLP
0000 Xxxxxxx Xxxx
Xxxxx 000
XxXxxx, XX 00000
Attention: Xxxxxx X. XxXxx
Fax No. 703/000-0000
Telephone No. 703/000-0000
or to such other address or addresses as either party shall designate
to the other in writing from time to time by like notice.
(b) Pronouns. Whenever the context may require, any pronouns used in this
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Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.
(c) Entire Agreement. This Agreement and the Asset Purchase Agreement
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constitute the entire agreement between the parties and supersede all prior
agreements and understandings, whether written or oral, relating to the
subject matter of this Agreement.
(d) Amendment. This Agreement may be amended or modified only by a written
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instrument executed by both CHRI and Xx. Xxxxxx.
(e) Governing Law. This Agreement shall be construed, interpreted and
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enforced in accordance with the laws of the State of Maryland, without
regard to its conflicts of laws principles, and Xx. Xxxxxx irrevocably
consents to, and waives any objection to the exercise of, personal
jurisdiction by the state and federal courts located in Maryland with
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respect to any injunctive action or proceeding arising out of this
Agreement.
(f) Successors and Assigns. This Agreement shall be binding upon and inure
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to the benefit of both parties and their respective successors and assigns,
including any entity with which or into which CHRI may be merged or which
may succeed to its assets or business or any entity to which CHRI may
assign its rights and obligations under this Agreement; provided, however,
that the obligations of Xx. Xxxxxx are personal and shall not be assigned
or delegated by him.
(g) Waiver. No delays or omission by CHRI or Xx. Xxxxxx in exercising any
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right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by CHRI or Xx. Xxxxxx on any one occasion
shall be effective only in that instance and shall not be construed as a
bar or waiver of any right on any other occasion.
(h) Captions. The captions appearing in this Agreement are for convenience
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of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
(i) Severability. In case any provision of this Agreement shall be held by
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a court or arbitrator with jurisdiction over the parties to this Agreement
to be invalid, illegal or otherwise unenforceable, such provision shall be
restated to reflect as nearly as possible the original intentions of the
parties in accordance with applicable law, and the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
(j) Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
XXXXX XXXXXX CRESTLINE HOTELS & RESORTS, INC.
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________________________________ By: _______________________________________
Xxxxx X. Xxxxxx
Vice President, Chief Financial Officer
and Treasurer
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