exv10w7w1



 





EXHIBIT 10.7.1




EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT



EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT, effective as of January 1, 2008, by and between
INTERSTATE HOTELS & RESORTS, INC., a Delaware corporation ((the “Company”), INTERSTATE MANAGEMENT
COMPANY, L.L.C., a Delaware limited liability company (the “LLC”) and any successor employer, and
Samuel E. Knighton (the “Executive”), an individual residing at                                         .




     The Company and the LLC desire to amend the Employment Agreement, dated as of June 8, 2006, by
and between the Company, the LLC and the Executive (the “Amendment”), on the terms and subject to
the conditions set forth in this amendment (the “Amendment”);



     Now, therefore, in consideration of the mutual covenants set forth herein and other good and
valuable consideration the parties hereto hereby agree as follows:



     1. Salary; Additional Compensation; Perquisites and Benefits. Paragraph 3(b) of the agreement is hereby amended and restated is
its entirety as follows:



          “(b) For each fiscal year during the Term beginning with the effective date of this Amendment,
the Executive will be eligible to receive a bonus from the Company. The award and amount of such
bonus shall be based upon the achievement of predefined operating or performance goals and other
criteria established by the Compensation Committee, which goals shall give the Executive the
opportunity to earn a cash bonus equal to an amount between 0% and 115% of base salary.”



     2. Miscellaneous:



          a. Ratification. Except as amended herein, all other terms, conditions and provisions
contained in the Agreement, as previously amended, shall continue to apply and are expressly
ratified and confirmed and the parties hereby acknowledge that the Agreement is in full force and
effect an neither party is in default or breach thereof.



          b. Facsimile Signatures. This Amendment may be executed by facsimile. Facsimile
signatures shall be deemed effective for all purposes.



          c. Counterparts. This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed an original, but all of which, when taken together, shall
constitute one and the same agreement.



          d. Capitalized Terms. All capitalized terms not otherwise defined in this Amendment
shall have the same meanings herein as are given to them in the Agreement.



          e. Governing Law. This Amendment shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware, without regard to conflict of laws
principles.



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date
first above written.



	 	 	 	 	 
	 	EXECUTIVE:

	 
	 	 	/s/
Samuel E. Knighton 
	 	 	Samuel E. Knighton 
	 	 	 
	 



	 	 	 	 	 
	 	COMPANY:

	 
	 	 	INTERSTATE HOTELS & RESORTS, INC.
	  	 
	 
	 	 	By:  	/s/ Christopher L. Bennett 	 
	 	 	Name:  	Christopher L. Bennett 	 
	 	 	Title:  	Executive Vice President and General Counsel 	 
	 



	 	 	 	 	 
	 	LLC:
 	 
	 	 	 INTERSTATE MANAGEMENT COMPANY, LLC
 	 
	 	 	By:  	Interstate Operating Company, L.P., a member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	Interstate Hotels & Resorts, Inc., its general partner 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Christopher L. Bennett 	 
	 	Name:  	Christopher L. Bennett 	 
	 	Title:  	Executive Vice President and General Counsel