Executive Employment Agreement



 Exhibit 10.21 
  
 EXECUTIVE EMPLOYMENT AGREEMENT 
  
 EXECUTIVE EMPLOYMENT AGREEMENT, effective as of January 1, 2005, by and between MERISTAR HOSPITALITY CORPORATION, a Maryland corporation
(the “Company”), MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), and PAUL W. WHETSELL (the “Executive”), an individual residing at [address]. 
  
 The Company and the Partnership desire to employ the Executive in the
capacity of Chairman of the Board of Directors and Chief Executive Officer and the Executive desires to be so employed, on the terms and subject to the conditions set forth in this agreement (the “Agreement”); 
  
 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. Employment Term. The Company and the Partnership each hereby employ the Executive, and the Executive agrees to be employed by the Company and the Partnership, upon the terms and subject to the conditions set
forth herein, for a term of three (3) years, commencing on January 1, 2005 (the “Commencement Date”), unless terminated earlier in accordance with Section 5 of this Agreement; provided that such term shall automatically be extended
from time to time for additional periods of one calendar year from the date on which it would otherwise expire unless the Executive, on one hand, or the Company and the Partnership, on the other, gives notice to the other party or parties prior to
such date that it elects to permit the term of this Agreement to expire without extension on such date. (The initial term of this Agreement as the same may be extended in accordance with the terms of this Agreement is hereinafter referred to as the
“Term”). 
  
 2. Positions: Conduct. 

 
 (a) During the Term, the Executive will hold the titles and offices of,
and serve in the positions of, Chairman of the Board of Directors and Chief Executive Officer of the Company and the Partnership. The Executive shall report to the Board of Directors of the Company (the “Board”), undertake the
responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities, and perform such other specific duties and services (including service as an officer, director or
equivalent position of any direct or indirect subsidiary without additional compensation) as the Board shall reasonably request consistent with the Executive’s positions. 
  
 (b) During the Term, the Executive agrees to devote his full business time and attention to the business and affairs of the
Company and the 







 Partnership and to faithfully and diligently perform, to the best of his ability, all of his duties and responsibilities
hereunder. The Company is aware that the Executive serves as the Chairman of the Board of Directors of Interstate Hotels & Resorts, Inc. (“Interstate”) in a non-executive capacity. Nothing in this Agreement shall preclude the Executive
from devoting reasonable time and attention to (i) serving, with the approval of the Board, as a director, trustee or member of any committee of any organization, (ii) engaging in charitable and community activities and (iii) managing his personal
investments and affairs; provided that such activities do not involve any material conflict of interest with the interests of the Company or, individually or collectively, interfere materially with the performance by the Executive of his
duties and responsibilities under this Agreement. Notwithstanding the foregoing and except as expressly provided herein, during the Term, the Executive may not accept employment with any other individual or entity, or engage in any other venture
which is directly or indirectly in conflict or competition with the business of the Company or the Partnership. 
  
 (c) The Executive’s office and place of rendering his services under this Agreement shall be in the principal executive offices of the Company which
shall be in the Washington, D.C. metropolitan area. Under no circumstances shall the Executive be required to relocate from the Washington, D.C. metropolitan area or provide services under this Agreement in any other location other than in
connection with reasonable and customary business travel. During the Term, the Company shall provide the Executive with executive office space, and administrative and secretarial assistance and other support services consistent with his position as
Chairman of the Board and Chief Executive Officer and with his duties and responsibilities hereunder. 
  
 3. Board of Directors. While it is understood that the right to elect directors of the Company is by law vested in the stockholders and directors
of the Company, it is nevertheless mutually contemplated that, subject to such rights, during the Term the Executive will serve as a member of the Company’s Board of Directors. 
  
 4. Salary; Additional Compensation; Perquisites and Benefits. 
  
 (a) During the Term, the Company and the Partnership will pay the Executive
a base salary at an aggregate annual rate of not less than $635,000 per annum, subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”), and in the discretion of such Committee, increased from time
to time. Once increased, such base salary may not be decreased. Such salary shall be paid in periodic installments in accordance with the Company’s standard practice, but not less frequently than semi-monthly.  
  
 (b) For each fiscal year during the Term, the Executive will be eligible to
receive a bonus from the Company. The award and amount of such bonus shall be determined by the Compensation Committee during an annual review of the Executive’s performance. Eighty percent (80%) of this annual bonus shall be based upon the
Company’s achievement of predefined operating or performance goals, such as FFO/Share and EBITDA. The remainder of the Executive’s annual bonus shall be determined, at the discretion of the Compensation Committee, upon the Executive’s

  

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 individual performance. The Executive shall have the opportunity to earn an annual bonus in the following amounts:
threshold target - 25% of base salary; internal plan - 75% of base salary; target - 125% of base salary; and maximum bonus amount - 150% of base salary. In addition to the foregoing bonus amounts, the Executive will be eligible to receive in 2007 a
one-time additional bonus award in stock having a maximum value of $1,250,000 as a long term incentive for the 2004, 2005, and 2006 fiscal years based upon the achievement of certain absolute and relative shareholder returns, the calculation of
which shall be made in a manner consistent with the calculation of the Executive’s other long term stock incentive awards for those years. Such one-time additional bonus award shall be in addition to, and not to the exclusion of, any other
long-term incentive stock awards to which the Executive might otherwise be entitled to for the 2004, 2005, and 2006 fiscal years. 
  
 (c) During the Term, the Executive will participate in all plans now existing or hereafter adopted by the Company or the Partnership for their management
employees or the general benefit of their employees, such as any pension, profit-sharing, bonuses, stock option or other incentive compensation plans, life and health insurance plans, or other insurance plans and benefits on the same basis and
subject to the same qualifications as other senior executive officers. 
  
 (d) At the Board’s sole discretion, Executive shall be eligible for stock option grants from time to time pursuant to the Company’s Incentive Plan and in accordance with the terms thereof. 
  
 (e) The Company and the Partnership will reimburse the Executive, in
accordance with their standard policies from time to time in effect, for all out-of-pocket business expenses as may be incurred by the Executive in the performance of his duties under this Agreement. 
  
 (f) The Executive shall be entitled to vacation time to be credited and
taken in accordance with the Company’s policy from time to time in effect for senior executives, which in any event shall not be less than a total of four weeks per calendar year. Such vacation time shall not be carried over year to year, and
shall not be paid out upon termination of employment, or upon expiration of this Agreement. 
  
 (g) The Company, at its sole cost, shall pay (i) up to $40,000 annually (to be increased annually by the prior year’s consumer price index (“CPI”)) toward the premium of a life insurance policy with a
death benefit of at least $2,000,000 payable to a beneficiary designated by the Executive and (ii) up to $12,000 annually (to be increased annually by the prior year’s CPI) toward the premium of a disability policy which, upon a determination
of the Executive’s Disability (as hereinafter defined), pays at least $2,000,000 to the Executive. 
  
 (h) The Executive shall be granted a car allowance of up to $1,700 per month (to be increased annually by the prior year’s CPI) toward the lease of
an automobile to be leased by the Company for the use of the Executive. 
  

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 (i) To the fullest extent permitted by applicable law, the Executive shall be indemnified and held
harmless by the Company and the Partnership against any and all judgments, penalties, fines, amounts paid in settlement, and other reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements) actually
incurred by the Executive in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, investigative or other) for any action or omission in his capacity as a director, officer or
employee of the Company or the Partnership. 
  
 Indemnification
under this Section 4(i) shall be in addition to, and not in substitution of, any other indemnification by the Company or the Partnership of its officers and directors. Expenses incurred by the Executive in defending an action, suit or proceeding for
which he claims the right to be indemnified pursuant to this Section 4(i) shall be paid by the Company or the Partnership, as the case may be, in advance of the final disposition of such action, suit or proceeding upon the Company’s or the
Partnership’s receipt of (x) a written affirmation by the Executive of his good faith belief that the standard of conduct necessary for his indemnification hereunder and under the provisions of applicable law has been met and (y) a written
undertaking by or on behalf of the Executive to repay the amount advanced if it shall ultimately be determined by a court that the Executive engaged in conduct which precludes indemnification under the provisions of such applicable law. Such written
undertaking in clause (y) shall be accepted by the Company or the Partnership, as the case may be, without security therefor and without reference to the financial ability of the Executive to make repayment thereunder. The Company and the
Partnership shall use commercially reasonable efforts to maintain in effect for the Term of this Agreement a directors’ and officers’ liability insurance policy, with a policy limit of at least $5,000,000, subject to customary exclusions,
with respect to claims made against officers and directors of the Company or the Partnership; provided, however , the Company or the Partnership, as the case may be, shall be relieved of this obligation to maintain directors’ and
officers’ liability insurance if, in the good faith judgment of the Company or the Partnership, it cannot be obtained at a reasonable cost. 
  
 5. Termination. 
  
 (a) The Term will terminate immediately upon the Executive’s death or, upon thirty (30) days’ prior written notice by the Company, in the case
of a determination of the Executive’s Disability. As used herein the term “Disability” means the Executive’s inability to perform his duties and responsibilities under this Agreement for a period of more than 120 consecutive
days, or for more than 180 days, whether or not continuous, during any 365-day period, due to physical or mental incapacity or impairment. A determination of Disability will be made by a physician reasonably satisfactory to both the Executive and
the Company and paid for by the Company or the Partnership whose decision shall be final and binding on the Executive and the Company; provided that if they cannot agree as to a physician, then each shall select and pay for a physician
and these two together shall select a third physician whose fee shall be borne equally by the Executive and either the Company or the Partnership and whose determination of Disability shall be binding on the Executive and the Company. Should

  

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 the Executive become incapacitated, his employment shall continue and all base and other compensation due the Executive
hereunder shall continue to be paid through the date upon which the Executive’s employment is terminated for Disability in accordance with this section. 
  
 (b) The Term may be terminated by the Company upon notice to the Executive upon the occurrence of any event constituting “Cause” as defined
herein. 
  
 (c) The Term may be terminated by the Executive upon
notice to the Company of any event constituting “Good Reason” as defined herein. 
  
 6. Severance. 
  
 (a) If
the Term is terminated by the Company for Cause, 
  
 (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; 
  
 (ii) all unvested options and unvested restricted stock
will terminate immediately; and 
  
 (iii) any
vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. 
  
 (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, 
  
 (i) the Company and the Partnership will pay to the
Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; 
  
 (ii) all unvested options and unvested restricted stock will terminate immediately; and 
  
 (iii) any vested options issued pursuant to the
Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. 
  
 (c) If the Term is terminated upon the Executive’s death or Disability, 
  
 (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case
may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; 
  

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 (ii) the Company will make payments for one (1) year of all compensation otherwise
payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; 
  
 (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and
unexercised, will become exercisable for a period of one (1) year thereafter; and 
  
 (iv) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall
become free from all contractual restrictions; and 
  
 (d)
Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good
Reason, 
  
 (i) the Company and the Partnership
shall pay the Executive a lump sum equal to the product of (x) the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, multiplied by (y) the greater of (A) two and one-half
(2 1⁄2) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365; 
  
 (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with
those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; 
  
 (iii) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall
become free from all contractual restrictions; and 
  
 (iv) the Company shall also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the greater of (X) two and one-half (21⁄2) years or the remaining Term, without
further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer. 
  
 (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without
Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under
Section 6(d) hereof; provided, that the amount of the multiplier described in clause (d)(i)(y)(A) of Section 6 hereof shall be increased from two and one-half (21⁄2) times to three and one-half (31⁄2) times.  
  

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 (f) If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as a result of
the Company giving notice thereunder that it elects to permit the term of this Agreement to expire without extension, the Company shall be deemed to have terminated the Executive’s employment without Cause. 
  
 (g) As used herein, the term “Cause” means: 
  
 (i) the Executive’s willful and intentional failure or
refusal to perform or observe any of his material duties, responsibilities or obligations set forth in this Agreement; provided, however, that the Company shall not be deemed to have Cause pursuant to this clause (i) unless the Company
gives the Executive written notice that the specified conduct has occurred and making specific reference to this Section 6(g)(i) and the Executive fails to cure the conduct within thirty (30) days after receipt of such notice; 
  
 (ii) any willful and intentional act of the Executive
involving malfeasance, fraud, theft, misappropriation of funds, embezzlement or dishonesty affecting the Company or the Partnership; 
  
 (iii) the Executive’s conviction of, or a plea of guilty or nolo contendere to, an offense which is a felony in the
jurisdiction involved; 
  
 (iv) the
Executive’s material breach of this Agreement; or 
  
 (vi) Gross misconduct by the Executive that is of such a serious or substantial nature that a substantial likelihood exists that such misconduct would injure the reputation of the Company if the Executive were to
remain employed by the Company or the Partnership. 
  
 Termination of the
Executive for Cause shall be communicated by a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of not less
than a majority of the entire membership of the Company’s Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and reasonable opportunity for the Executive, together with the Executive’s
counsel, to be heard before the Board prior to such vote) of finding that in the good faith opinion of the Board, the Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail, including, with respect to any
termination based upon conduct described in clause (i) above that the Executive failed to cure such conduct during the thirty-day period following the date on which the Company gave written notice of the conduct referred to in such clause (i). For
purposes of this Agreement, no such purported termination of the Executive’s employment shall be effective without such Notice of Termination; 
  

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 (h) As used herein, the term “Good Reason” means the occurrence of any of the following,
without the prior written consent of the Executive: 
  
 (i) assignment of the Executive of duties materially inconsistent with the Executive’s positions as described in Section 2(a) hereof, or any significant diminution in the Executive’s duties or responsibilities, other than in
connection with the termination of the Executive’s employment for Cause, Disability or as a result of the Executive’s death or by the Executive other than for Good Reason; 
  
 (ii) the failure of the Company to nominate the Executive to the Board or the failure of the Executive to
be elected to the Board; 
  
 (iii) the change in
the location of the Company’s principal executive offices or of the Executive’s principal place of employment to a location outside of the Washington, D.C. metropolitan area; 
  
 (iv) any material breach of this Agreement by the Company or the Partnership which is continuing; or

  
 (v) a Change in Control; provided that a
Change of Control shall only constitute Good Reason if (i) the Company terminates the Executive without cause within two years following a Change of Control, (ii) the Company changes the location of the Company’s principal executive offices to
a location outside of the Washington, D.C. metropolitan area, or (iii) the Company changes the Executive’s job title or responsibilities, or decreases the Executive’s compensation within two years following a Change of Control and the
Executive within six months after such change (but not later than two years following the Change of Control) terminates the Term of this Agreement; 
  
 provided, however, that the Executive shall not be deemed to have Good Reason pursuant to clauses (h)(i), (ii) or (iv) above unless the Executive gives the
Company or the Partnership, as the case may be, written notice that the specified conduct or event has occurred and the Company or the Partnership fails to cure such conduct or event within thirty (30) days of the receipt of such notice. 

 
 (i) As used herein, the term “Change in Control” means the
occurrence of any one of the following events: 
  
 (i) the acquisition (other than from the Company) by any “Person” (as the term is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty (30%) percent or more of the combined voting power of the Company’s then outstanding voting securities; or 
  
 (ii) the individuals who were members of the Board (the “Incumbent Board”) during the previous twelve (12) month period, cease
for any reason to constitute at least a majority of the Board; provided, however, that if the 
  

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 election, or nomination for election by the Company’s stockholders, of any new director was approved
by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; or 
  
 (iii) approval by the stockholders of the Company of (a) a merger, a transaction (including without
limitation a “going private transaction”), or a consolidation involving the Company if the stockholders of the Company, immediately before such merger, transaction or consolidation do not, as a result of such merger, transaction or
consolidation, own, directly or indirectly, more than fifty (50%) percent of the combined voting power of the then outstanding voting securities of the corporation resulting from such merger, transaction or consolidation in substantially the same
proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger, transaction or consolidation; or (b) a complete liquidation or dissolution of the Company or an agreement
for the sale or other disposition of all or substantially all of the assets of the Company. 
  
 Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to clause (i) above solely because thirty (30%) percent or more of the combined voting power of the Company’s then
outstanding securities is acquired by (a) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (b) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. 
  
 (j) The amounts required to be paid and the benefits required to be made available to the Executive under this Section 6
are absolute. Under no circumstances shall the Executive, upon the termination of his employment hereunder, be required to seek alternative employment and, in the event that the Executive does secure other employment, no compensation or other
benefits received in respect of such employment shall be set-off or in any other way limit or reduce the obligations of the Company under this Section 6. 
  
 (k) Excise Tax Payments. 
  
 (i) Gross-Up Payment. If it shall be determined that any payment or distribution of any type to or in respect of the Executive, by
the Company, the Partnership, or any other person, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (the “Total Payments”), is or will be subject to the excise tax imposed by
Section 4999 of the Internal Code of 1986, as amended (the “Code”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the
“Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes 
  

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 (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. 
  
 (ii) Determination by Accountant. 
  
 (A) All computations and determinations relevant to this Section 6(k) shall be made by a national accounting firm selected by the Company
from among the five (5) largest accounting firms in the United States (the “Accounting Firm”) which firm may be the Company’s accountants. Such determinations shall include whether any of the Total Payments are “parachute
payments” (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required the Accounting Firm shall determine that no Gross-Up Payment is required, if the Accounting
Firm is able to conclude that no “Change of Control” has occurred (within the meaning of Section 280G of the Code) on the basis of “substantial authority” (within the meaning of Section 6230 of the Code) and shall provide
opinions to that effect to both the Company and the Executive. If the Accounting Firm determines that a Gross-Up Payment is required, the Accounting Firm shall provide its determination (the “Determination”), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter both to the Company and the Executive by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is
requested by the Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the
Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on his federal
income tax return. 
  
 (B) If a Gross-Up Payment
is determined to be payable, it shall be paid to the Executive within twenty (20) days after the later of (i) the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the Company by the
Accounting Firm or (ii) the date of the event which leads to the Gross-up Payment. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. 
  
 (C) As a result of uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“Underpayment”), or that Gross-Up Payments will have
been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the
amount of such Underpayment (together with 
  

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 any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly
paid by the Company to or for the benefit of the Executive. 
  
 (D) In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow
reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) the Executive shall not in any event be obligated to return to the
Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent
of Section 6(k)(i), which is to make the Executive whole, on an after-tax basis, from the application of the Excise Taxes, it being acknowledged and understood that the correction of an Overpayment may result in the Executive repaying to the Company
an amount which is less than the Overpayment. 
  
 (E) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service relating to the possible application of the Excise Tax under Section 4999 of the Code to any of the payments and amounts referred to herein
and shall afford the Company, at its expense, the opportunity to control the defense of such claim. 
  
 7. Confidential Information and Covenants. 
  
 (a) The Executive acknowledges that the Company and its subsidiaries or affiliated ventures (“Company Affiliates”) own and have developed and
compiled, and will in the future own, develop and compile, certain Confidential Information and that during the course of his rendering services hereunder Confidential Information will be disclosed to the Executive by the Company Affiliates. The
Executive hereby agrees that, during the Term and for a period of three years thereafter, he will not use or disclose, furnish or make accessible to anyone, directly or indirectly, any Confidential Information of the Company Affiliates. In
particular, Executive covenants and agrees that Executive shall not, directly or indirectly, communicate or divulge, or use for the benefit of Executive or for any other person, or to the disadvantage of the Company, the Confidential Information or
any information in any way relating to the Confidential Information, without prior written consent from the Company. 
  
 (b) As used herein, the term “Confidential Information” means any trade secrets, confidential or proprietary information, or other knowledge,
know-how, information, documents, materials, owned, developed or possessed by a Company Affiliate pertaining to its businesses, including, but not limited to, records, memoranda, computer files and disks, audio and video tapes, CD’s, and
property in any form containing information generally not known in the hospitality industry, including but not limited to trade secrets, techniques, know-how (including designs, plans, procedures, processes and research records), operations, market
structure, formulas, data, programs, 
  

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 licenses, prices, costs, software, computer programs, innovations, discoveries, improvements, research, developments,
test results, reports, specifications, data, formats, marketing data and business plans and strategies, customer lists, client lists and client contact lists, agreements and other forms of documents, expansion plans, budgets, projections, and
salary, staffing and employment information. Notwithstanding the foregoing, Confidential Information shall not in any event include information which (i) was generally known or generally available to the public prior to its disclosure to the
Executive, (ii) becomes generally known or generally available to the public subsequent to its disclosure to the Executive through no wrongful act of the Executive, (iii) is or becomes available to the Executive from sources other than the Company
Affiliates which sources are not known to the Executive to be under any duty of confidentiality with respect thereto or (iv) the Executive is required to disclose by applicable law or regulation or by order of any court or federal, state or local
regulatory or administrative body (provided that the Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company, at the Company’s sole expense, in seeking a protective order or
other appropriate protection of such information). 
  
 (c) The
Executive agrees that during his employment hereunder and for a period of twenty-four (24) months thereafter he will not solicit, raid, entice or induce any person that then is or at any time during the twenty-four (24) month period prior to the end
of the Term was an employee of a Company Affiliate (other than a person whose employment with such Company Affiliate has been terminated by such Company Affiliate), to become employed by any person, firm or corporation. 
  
 (d) The Executive agrees that during his employment hereunder and for a
period of twelve (12) months thereafter he will not solicit or accept the business of, or assist any other person to solicit or accept the business of, any persons or entities who were vendors of the Company, as of, or within one (1) year prior to,
the Executive’s termination of employment, for the purposes of providing products or services competitive with the products or services of the Company or to cause such customers to reduce or end their business with the Company. 

  
 8. Cooperation with Company. Following the termination
of the Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of his pending work on behalf of the Company including, but not limited to, any litigation in which the
Company is involved and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. The Company agrees to reimburse the Executive for any out-of-pocket expense he incurs in performing any work
on behalf of the Company following the termination of his employment. 
  
 9. Specific Performance. 
  
 (a) The Executive
acknowledges that the services to be rendered by him hereunder are of a special, unique, extraordinary and personal character and that the Company Affiliates would sustain irreparable harm in the event of a violation by the 
  

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 Executive of Section 7 hereof. Therefore, in addition to any other remedies available, the Company shall be entitled to
specific enforcement and/or an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement without proving actual damages or posting a bond or other security.
Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages. 
  
 (b) If any of the restrictions on activities of the Executive contained in Section 7 hereof shall for any reason be held by
a court of competent jurisdiction to be excessively broad, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the maximum extent compatible with the applicable law as it shall then appear; it being
understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible with their respective rights. 
  
 (c) Notwithstanding anything in this Agreement to the contrary, in the event that the Company fails to make any payment of any amounts or provide any of
the benefits to the Executive when due as called for under Section 6 of this Agreement and such failure shall continue for twenty (20) days after notice thereof from the Executive, all restrictions on the activities of the Executive under Section 7
hereof shall be immediately and permanently terminated. 
  
 10.
Withholding. The parties agree that all payments to be made to the Executive by the Company pursuant to the Agreement shall be subject to all applicable withholding obligations of such company. 
  
 11. Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed given and received when delivered personally, four (4) days after being mailed if sent by registered or certified mail, postage pre-paid, or by one (1) day after delivery if sent by air courier (for next-day delivery)
with evidence of receipt thereof or by facsimile with receipt confirmed by the addressee. Such notices shall be addressed respectively: 
  
 If to the Executive, to: 
  
 Paul W. Whetsell 
 [address] 
  
 If to the Company or to the Partnership, to: 
  
 MeriStar Hospitality Corporation 
 4501 North Fairfax Drive 
 Suite 500

 Arlington, VA 22203 
 Attention: Legal Department 
  
 or to any other address of which such
party may have given notice to the other parties in the manner specified above. 
  

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 12. Miscellaneous. 
  
 (a) This Agreement is a personal contract calling for the provision of unique services by the Executive, and the
Executive’s rights and obligations hereunder may not be sold, transferred, assigned, pledged or hypothecated by the Executive. The rights and obligations of the Company and the Partnership hereunder will be binding upon and run in favor of
their respective successors and assigns. The Company will not be deemed to have breached this Agreement if any obligations of the Company to make payments to the Executive are satisfied by the Partnership. 
  
 (b) This Agreement 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. 
  
 (c) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. 
  
 (d) The headings of the various sections of this Agreement are for convenience of reference only and shall not define or limit any of the terms or
provisions hereof. 
  
 (e) The provisions of this Agreement which
by their terms call for performance subsequent to the expiration or termination of the Term shall survive such expiration or termination. 
  
 (f) The Company and the Partnership shall reimburse the Executive for all costs incurred by the Executive in any proceeding for the successful
enforcement of the terms of this Agreement, including without limitation all costs of investigation and reasonable attorneys’ fees and expenses. 
  
 (g) With the exception of previously executed option agreements and restricted stock agreements executed by the Executive and the Company and/or the
Partnership (the “Grant Agreements”), this Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, among
the parties with respect to the subject matter hereof, all of which, except the Grant Agreements shall be terminated on the Commencement Date. In addition, the parties hereto hereby waive all rights such parties may have under all other prior
agreements and undertakings among them, whether written or oral, other than the Grant Agreements. Specifically, but not by way of limitation, the parties hereto hereby waive all rights such parties may have under the Executive Employment Agreement
between them effective as of November 1, 2001, as amended, which shall be terminated on the Commencement Date. 
  

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

					
	 EXECUTIVE:
	 	COMPANY:
		
	 PAUL W. WHETSELL
	 	MERISTAR HOSPITALITY CORPORATION
			
	 /s/ Paul W. Whetsell

	 	By:	 	 /s/ Donald D. Olinger


	 	 	Name:	 	Donald D. Olinger
	 	 	Title:	 	 Executive Vice President and
 Chief Financial
Officer

			
	 	 	 	 	PARTNERSHIP:
			
	 	 	 	 	 MERISTAR HOSPITALITY OPERATING
 PARTNERSHIP,
L.P.

			
	 	 	By:	 	 MERISTAR HOSPITALITY CORPORATION,
 Its General
Partner

			
	 	 	By:	 	 /s/ Donald. D. Olinger


	 	 	Name:	 	Donald D. Olinger
	 	 	Title:	 	 Executive Vice President and
 Chief Financial
Officer


  

 15