**EXHIBIT 10.1****EXECUTIVE EMPLOYMENT AGREEMENT**EXECUTIVE EMPLOYMENT AGREEMENT, effective as of April 17, 2006 (the “Agreement”), by and betweenINTERSTATE HOTELS & RESORTS, INC., a Delaware corporation (the “Company”), INTERSTATE MANAGEMENTCOMPANY, L.L.C., a Delaware limited liability company (the “LLC”) and any successor employer, andBRUCE RIGGINS (the “Executive”), an individual residing at                                         .          WHEREAS, the Company and the LLC desire to employ the Executive in the capacity of ChiefFinancial Officer, and the Executive desires to be so employed, on the terms and subject to theconditions set forth in this agreement (the “Agreement”).          Now, therefore, in consideration of the mutual covenants set forth herein and other good andvaluable consideration the parties hereto hereby agree as follows:          1. Employment; Term. The Company and the LLC each hereby employ the Executive, andthe Executive agrees to be employed by the Company and the LLC, upon the terms and subject to theconditions set forth herein, for a term of three (3) years, commencing on April 17, 2006 (the“Commencement Date”), and ending on April 16, 2009 unless terminated earlier in accordance withSection 4 of this Agreement; provided that such term shall automatically be extended fromtime to time for additional periods of one calendar year from the date on which it would otherwiseexpire unless the Executive, on the one hand, or the Company and the LLC, on the other, give noticeto the other party and parties prior to such date that it elects to permit the term of thisAgreement to expire without extension on such date. (The initial term of this Agreement as thesame may be extended in accordance with the terms of this Agreement is hereinafter referred to asthe “Term”).          2. Positions; Conduct.               (a) During the Term, the Executive will hold the title and office of, and serve in theposition of Chief Financial Officer of the Company and the LLC. The Executive shall undertake theresponsibilities and exercise the authority customarily performed, undertaken and exercised bypersons situated in a similar executive capacity, and shall perform such other specific duties andservices (including service as an officer, director or equivalent position of any direct orindirect subsidiary without additional compensation) as they shall reasonably request consistentwith the Executive’s position.               (b) During the Term, the Executive agrees to devote his full business time and attention tothe business and affairs of the Company and the LLC and to faithfully and diligently perform, tothe best of his ability, all of his duties and responsibilities hereunder. Nothing in thisAgreement 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 anyorganization, (ii) engaging in charitable and community activities and (iii) managing his personalinvestments and affairs; providedthat such activities do not involve any materialconflict of interest with the interests of the Company or, individually or collectively, interferematerially with the performance by the Executive of his duties and responsibilities under thisAgreement. 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 otherventure which is directly or indirectly in conflict or competition with the business of the Companyor the LLC.               (c) The Executive’s office and place of rendering his services under this Agreement shall bein 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 theWashington, D.C. metropolitan area or provide services under this Agreement in any other locationother than in connection with reasonable and customary business travel. During the Term, theCompany shall provide the Executive with executive office space, and administrative and secretarialassistance and other
 

 

2support services consistent with his position as Chief Financial Officer and with his dutiesand responsibilities hereunder.          3. Salary; Additional Compensation; Perquisites and Benefits.               (a) During the Term, the Company and the LLC will pay the Executive a base salary at anaggregate annual rate of not less than $325,000 per annum, subject to annual review by theCompensation Committee of the Board (the “Compensation Committee”), and in the discretion of suchCommittee, 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 standardpractice, but not less frequently than semi-monthly.               (b) For each fiscal year during the Term, the Executive will be eligible to receive a bonusfrom the Company. The award and amount of such bonus shall be based upon the achievement ofpredefined operating or performance goals and other criteria established by the CompensationCommittee, which goals shall give the Executive the opportunity to earn a cash bonus equal to anamount between 0% and 125% of base salary.               (c) During the Term, the Executive will participate in all plans now existing or hereafteradopted by the Company or the LLC for their management employees or the general benefit of theiremployees, such as any pension, profit-sharing, deferred compensation plans, bonuses, stock optionor other incentive compensation plans, life and health insurance plans, or other insurance plansand benefits on the same basis and subject to the same qualifications as other senior executiveofficers. Notwithstanding the foregoing, the Company and the LLC may, in their sole discretion,discontinue or eliminate any such plans.               (d) The Executive shall be eligible for stock option and restricted stock award grants fromtime to time pursuant to the Company’s Incentive Plan in accordance with the terms thereof. Allsuch grants shall be at the discretion of the Board. Executive shall receive a separate optionagreement governing any such grants. The Executive shall be granted 25,000 restricted shares inthe Company on the Commencement Date and these shares will immediately vest and becomeunrestricted. In addition, the Executive shall be granted 40,000 restricted shares in the Companyon the Commencement Date and these shares will vest equally on the first, second and thirdanniversary of the date of grant as more fully described in a restricted stock agreement pursuantto which the shares will be granted.               (e) The Company and the LLC will reimburse the Executive, in accordance with its standardpolicies from time to time in effect, for all out-of-pocket business expenses as may be incurred bythe Executive in the performance of his duties under this Agreement. Executive will also bereimbursed for certain reasonable relocation expenses expected to be approximately $75,000including real estate costs to sell Executive’s home in Florida and moving fees in connection withExecutive’s move to the Washington, DC area at the beginning of his employment. Executiveacknowledges he already has a home in the Washington, DC area and will not need to incur costsassociated with finding a new residence.               (f) The Executive shall be entitled to vacation time to be credited and taken in accordancewith the Company’s policy from time to time in effect for senior executives, which in any eventshall not be less than a total of four weeks per calendar year. Such vacation time shall not becarried over year to year, and shall not be paid out upon termination of employment, or uponexpiration of this Agreement*.*               (g) The Company shall pay up to $7,500 annually toward the premium of a life insurance policywith a death benefit payable to a beneficiary designated by the Executive in accordance with theterms and conditions of such life insurance policy. The Company makes no representations orwarranties that the insurance benefits contained in the insurance policies supplied pursuant tothis section will be paid under any particular conditions, and the Company shall not be deemed aguarantor of such benefits. Such benefits shall be payable in accordance with the terms of therespective insurance policy.
 

 

3               (h) To the fullest extent permitted by applicable law, the Executive shall be indemnified andheld harmless by the Company and the LLC against any and all judgments, penalties, fines, amountspaid in settlement, and other reasonable expenses (including, without limitation, reasonableattorneys’ fees and disbursements) actually incurred by the Executive in connection with anythreatened, 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 LLC.          Indemnification under this Section 3(h) shall be in addition to, and not in substitution of,any other indemnification by the Company or the LLC of its officers and directors. Expensesincurred by the Executive in defending an action, suit or proceeding for which he claims the rightto be indemnified pursuant to this Section 3(h) shall be paid by the Company or the LLC, as thecase may be, in advance of the final disposition of such action, suit or proceeding upon theCompany’s or the LLC’s receipt of (x) a written affirmation by the Executive of his good faithbelief that the standard of conduct necessary for his indemnification hereunder and under theprovisions of applicable law has been met and (y) a written undertaking by or on behalf of theExecutive to repay the amount advanced if it shall ultimately be determined by a court that theExecutive engaged in conduct, including fraud, theft, misfeasance, or malfeasance against theCompany or the LLC, which precludes indemnification under the provisions of such applicable law.Such written undertaking in clause (y) shall be accepted by the Company or the LLC, as the case maybe, without security therefor and without reference to the financial ability of the Executive tomake repayment thereunder. The Company and the LLC shall use commercially reasonable efforts tomaintain in effect for the Term of this Agreement a directors’ and officers’ liability insurancepolicy, with a policy limit of at least $25,000,000, subject to customary exclusions, with respectto claims made against officers and directors of the Company or the LLC; provided,however, the Company or the LLC, as the case may be, shall be relieved of this obligationto maintain directors’ and officers’ liability insurance if, in the good faith judgment of theCompany or the LLC, it cannot be obtained at a reasonable cost.          4. Termination.               (a) The Term will terminate immediately upon the Executive’s death, Disability, or, uponthirty (30) days’ prior written notice by the Company, in the case of a Determination ofDisability. As used herein the term “Disability” means the Executive’s inability to perform hisduties and responsibilities under this Agreement for a period of more than 120 consecutive days, orfor more than 180 days, whether or not continuous, during any 365-day period, due to physical ormental incapacity or impairment. A “Determination of Disability” shall occur when a physician,reasonably satisfactory to both the Executive and the Company and paid for by the Company or theLLC, finds that the Executive will likely be unable to perform his duties and responsibilitiesunder this Agreement for the above-specified period due to a physical or mental incapacity orimpairment. Such 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 aphysician and these two together shall select a third physician whose fee shall be borne equally bythe Executive and either the Company or the LLC and whose Determination of Disability shall bebinding on the Executive and the Company. Should the Executive become incapacitated, hisemployment shall continue and all base and other compensation due the Executive hereunder shallcontinue to be paid through the date upon which the Executive’s employment is terminated forDisability or Determination of Disability in accordance with this section.               (b) The Term may be terminated by the Company upon notice to the Executive and with or without“Cause” as defined herein.               (c) The Term may be terminated by the Executive upon notice to the Company and with or without“Good Reason” as defined herein.          5. Severance.               (a) If the Term is terminated by the Companyfor Cause,
 

 

4 (i) the Company and the LLCwill pay to the Executive an aggregate amount equal to theExecutive’s accrued and unpaid base salary through the dateof such termination;  (ii) all unvested options andrestricted shares will terminate immediately; and  (iii) any vested options issuedpursuant to the Company’s Incentive Plan and held by theExecutive at termination, will expire ninety (90) days afterthe termination date.               (b) If the Term is terminated by the Executive other than because of death, Disability or forGood Reason, (i) the Company and the LLCwill pay to the Executive an aggregate amount equal to theExecutive’s accrued and unpaid base salary through the dateof such termination;  (ii) all unvested options andrestricted shares terminate immediately; and  (iii) any vested options issuedpursuant to the Company’s Incentive Plan and held by theExecutive at termination, will expire ninety (90) days afterthe termination date.               (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the LLCwill pay to the Executive’s estate or the Executive, as thecase may be, a lump sum payment equal to the Executive’s basesalary through the termination date, plus a pro rata portionof the Executive’s bonus for the fiscal year in which thetermination occurred;  (ii) the Company will makepayments for one (1) year of all compensation otherwisepayable to the Executive pursuant to this Agreement,including, but not limited to, base salary, bonus and welfarebenefits;  (iii) all of the Executive’sunvested stock options will immediately vest and suchoptions, along with those previously vested and unexercised,will become exercisable for a period of one (1) yearthereafter; and  (iv) all of the Executive’sunvested restricted stock will immediately vest and all ofthe restricted stock of the Company held by the Executiveshall become free from all contractual restrictions.               (d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause orother than by reason of Executive’s death or Disability, in addition to any other remediesavailable, or if the Executive terminates the Term for Good Reason, (i) the Company and the LLCshall pay the Executive a lump sum equal to one times the sumof (A) the Executive’s then annual base salary and (B) theamount of the Executive’s bonus for the preceding calendaryear;
 

 

5 (ii) all of the Executive’sunvested stock options will immediately vest and suchoptions, along with those previously vested and unexercised,will become exercisable for a period of one (1) yearthereafter;  (iii) all of the Executive’sunvested restricted stock will immediately vest and all ofthe restricted stock of the Company held by the Executiveshall become free from all contractual restrictions; and  (iv) the Company shall alsocontinue in effect the Executive’s health and dental benefits(or similar health and dental benefits paid to seniorexecutives) noted in Section 3(c) as follows: UponExecutive’s termination of employment, Executive shall beeligible for continued health insurance benefits under thefederal law known as COBRA. Executive is required to timelyelect COBRA in order to receive continued health insurancecoverage under this Agreement. Upon Executive’s election ofCOBRA coverage and timely payment of applicable monthly COBRApremiums, Executive will receive health insurance coverageunder COBRA up to the maximum period provided by law. TheCompany will reimburse Executive of the cost of such COBRAcoverage until the earlier of (x) eighteen (18) months fromthe termination date or (y) the date on which the Executiveobtains health insurance coverage from a subsequent employer.Executive acknowledges that if he does not timely electCOBRA coverage he will not receive continued health insurancebenefits from the Company. Executive also acknowledges thathe is responsible for any taxes due on payments from theCompany in reimbursement for COBRA premium amounts.               (e) If, within eighteen (18) months following a Change in Control, the Term isterminated by the Executive for Good Reason or by the Company without Cause, in additionto any other rights which the Executive may have under law or otherwise, the Executiveshall receive the same payments provided for under Section 5(d) hereof; provided,that the amount of the multiplier described in clause (d)(i) of Section 5 hereof shall beincreased from one (1) to two (2) times.               (f) If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as aresult of the Company giving notice thereunder that it elects to permit the term of this Agreementto expire without extension, the Company shall be deemed to have terminated the Executive’semployment without Cause.               (g) As used herein, the term “Cause” means:               (i) the Executive’s willful and intentional failure or refusal to perform or observeany of his material duties, responsibilities or obligations set forth in this Agreement;provided, however, that the Company shall not be deemed to have Causepursuant to this clause (i) unless the Company gives the Executive written notice that thespecified conduct has occurred and making specific reference to this Section 5(g)(i) andthe Executive fails to cure the conduct within thirty (30) days after receipt of suchnotice;               (ii) any willful and intentional act of the Executive involving malfeasance, fraud,theft, misappropriation of funds, or embezzlement affecting the Company or the LLC;
 

 

6               (iv) the Executive’s conviction of, or a plea of guilty or nolo contendere to, anoffense which is a felony;               (v) Executive’s material breach of this Agreement; or               (vi) Gross misconduct by Executive that is of such a serious or substantial naturethat a substantial likelihood exists that such misconduct would injure the reputation ofthe Company if the Executive were to remain employed by the Company or LLC.Termination of the Executive for Cause shall be communicated by a Notice of Termination. Forpurposes of this Agreement, a “Notice of Termination” shall mean delivery to the Executive of acopy of a resolution duly adopted by the affirmative vote of not less than a majority of the entiremembership of the Company’s Board at a meeting of the Board called and held for the purpose (afterreasonable notice to the Executive and reasonable opportunity for the Executive, together with theExecutive’s counsel, to be heard before the Board prior to such vote) of finding that in the goodfaith opinion of the Board, the Executive was guilty of conduct constituting Cause and specifyingthe particulars thereof in detail, including, with respect to any termination based upon conductdescribed in clause (i) above that the Executive failed to cure such conduct during the thirty-dayperiod following the date on which the Company gave written notice of the conduct referred to insuch clause (i). For purposes of this Agreement, no such purported termination of the Executive’semployment shall be effective without such Notice of Termination;               (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 to the Executive of duties materially inconsistent with the Executive’spositions as described in Section 2(a) hereof, or any significant diminution in theExecutive’s duties or responsibilities, other than in connection with the termination ofthe Executive’s employment for Cause, Disability or as a result of the Executive’s death orby the Executive other than for Good Reason;               (ii) the change in the location of the Company’s principal executive offices or of theExecutive’s principal place of employment to a location outside the Washington, D.C.metropolitan area;               (iii) any material breach of this Agreement by the Company or the LLC which iscontinuing; or               (iv) a Change in Control; provided that a Change of Control shall only constitute GoodReason if (i) the Company terminates the Executive within eighteen months following aChange of Control or (ii) the Company changes the Executive’s job title, responsibilitiesor decreases Executive’s compensation or Section 5(h)(ii) occurs within eighteen monthsfollowing a Change of Control and Executive within six months after such change (but notlater than eighteen months following the Change of Control) terminates the Term of thisAgreement;provided, however, that the Executive shall not be deemed to have GoodReason pursuant to clauses (h)(i) or (iii) above unless the Executive gives the Companyor the LLC, as the case may be, written notice that the specified conduct or event hasoccurred and the Company or the LLC 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” shall have the following meaning:               (i) the acquisition (other than from the Company) by any “Person” (as the term is usedfor 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 votingsecurities;
 

 

7               (ii) the individuals who were members of the Board (the “Incumbent Board”) during theprevious twelve (12) month period, cease for any reason to constitute at least a majorityof the Board; provided, however, that if the election, or nomination forelection by the Company’s stockholders, of any new director was approved by a vote of atleast two-thirds of the Incumbent Board, such new director shall, for purposes of thisAgreement, be considered as a member of the Incumbent Board;               (iii) approval by the stockholders of the Company of (a) merger or consolidationinvolving the Company if the stockholders of the Company, immediately before such merger orconsolidation do not, as a result of such merger or consolidation, own, directly orindirectly, more than fifty (50%) percent of the combined voting power of the thenoutstanding voting securities of the corporation resulting from such merger orconsolidation in substantially the same proportion as their ownership of the combinedvoting power of the voting securities of the Company outstanding immediately before suchmerger or consolidation or (b) a complete liquidation or dissolution of the Company or anagreement for the sale or other disposition of all or substantially all of the assets ofthe Company; or               (iv) approval by the stockholders of the Company of any transaction (including withoutlimitation a “going private transaction”) involving the Company if the stockholders of theCompany, immediately before such transaction, do not as a result of such transaction, owndirectly or indirectly, more than fifty (50%) percent of the combined voting power of thethen outstanding voting securities of the corporation resulting from such transaction insubstantially the same proportion as their ownership of the combined voting power of thevoting securities of the Company outstanding immediately before such transaction.          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant toclause (i)(i) above solely because thirty (30%) percent or more of the combined voting power of theCompany’s then outstanding securities is acquired by (a) a trustee or other fiduciary holdingsecurities under one or more employee benefit plans maintained by the Company or any of itssubsidiaries or (b) any corporation which, immediately prior to such acquisition, is owned directlyor indirectly by the stockholders of the Company in the same proportion as their ownership of stockin the Company immediately prior to such acquisition.               (j) The amounts required to be paid and the benefits required to be made available to theExecutive under this Section 5 are absolute. Under no circumstances shall the Executive, upon thetermination of his employment hereunder, be required to seek alternative employment and, in theevent that the Executive does secure other employment, no compensation or other benefits receivedin respect of such employment shall be set-off or in any other way limit or reduce the obligationsof the Company under this Section 5.               (k) Notwithstanding the previous provisions, if payments made pursuant to this Section 5 areconsidered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, then thesum of such parachute payments plus any other payments made by the Company to the Executive whichare considered parachute payments shall be limited to the greatest amount which may be paid to theExecutive under Section 280G without causing any loss of deduction to the Company under suchsection; but only if, by reason of such reduction, the net after tax benefit of Executive shallexceed the net after tax benefit if such reduction were not made. “Net after tax benefit” forpurposes of this Agreement shall mean the sum of (i) the total amounts payable to Executive underSection 5, plus (ii) all other payments and benefits which the Executive receives or is thenentitled to receive from the Company that would constitute a “parachute payment” which the meaningof Section 280G of the Code, less (iii) the amount of federal income taxes payable with respect tothe foregoing (based upon the rate in effect for such years as set forth in the Code at the timesuch payments and benefits are made and received), less (iv) the amount of excise taxes imposedwith respect to the payments and benefits described in (i) and (ii) above by Section 4999 of theCode.          6. Cooperation with Company. Following the termination of the Executive’s employmentfor any reason, Executive shall fully cooperate with the Company in all matters relating to the
 

 

8winding up of his pending work on behalf of the Company including, but not limited to, anylitigation in which the Company is involved and the orderly transfer of any such pending work toother employees of the Company as may be designated by the Company. The Company agrees toreimburse the Executive for any out-of-pocket expense he incurs in performing any work on behalf ofthe Company following the termination of his employment.          7. Confidential Information.               (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 andcompile, certain Confidential Information and that during the course of his rendering serviceshereunder 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, hewill not use or disclose, furnish or make accessible to anyone, directly or indirectly, anyConfidential Information of the Company Affiliates. In particular, Executive covenants and agreesthat Executive shall not, directly or indirectly, communicate or divulge, or use for the benefit ofExecutive or for any other person, or to the disadvantage of the Company, the ConfidentialInformation or any information in any way relating to the Confidential Information, without priorwritten consent from the Company.               (b) As used herein, the term “Confidential Information” means any trade secrets, confidentialor proprietary information, or other knowledge, know-how, information, documents, materials, owned,developed or possessed by a Company Affiliate pertaining to its businesses, including, but notlimited to, records, memoranda, computer files and disks, audio and video tapes, CD’s, and propertyin any form containing information generally not known in the hospitality industry, including butnot limited to trade secrets, techniques, know-how (including designs, plans, procedures, processesand research records), operations, market structure, formulas, data, programs, licenses, prices,costs, software, computer programs, innovations, discoveries, improvements, research, developments,test results, reports, specifications, data, formats, marketing data and business plans andstrategies, customer lists, client lists and client contact lists, agreements and other forms ofdocuments, expansion plans, budgets, projections, and salary, staffing and employment information.Notwithstanding the foregoing, Confidential Information shall not in any event include informationwhich (i) was generally known or generally available to the public prior to its disclosure to theExecutive, (ii) becomes generally known or generally available to the public subsequent to itsdisclosure to the Executive through no wrongful act of the Executive, (iii) is or becomes availableto the Executive from sources other than the Company Affiliates which sources are not known to theExecutive to be under any duty of confidentiality with respect thereto or (iv) the Executive isrequired to disclose by applicable law or regulation or by order of any court or federal, state orlocal regulatory or administrative body (provided that the Executive provides the Company withprior notice of the contemplated disclosure and reasonably cooperates with the Company, at theCompany’s sole expense, in seeking a protective order or other appropriate protection of suchinformation).               (c) Upon demand by the Company and/or upon termination of employment with the Company for anyreason, Executive shall promptly deliver to the Company all property and materials, whetherwritten, descriptive, or maintained in some other form belonging to or relating to the Company, itsbusiness affairs and those of its Affiliates, including all Confidential Information. If Executivedesires to retain copies of any forms or other materials developed by Executive during hisemployment with the Company, he may request permission to do so from the Chief Executive Officer,which permission shall not be unreasonably withheld.               (d) The Executive agrees that during his employmenthereunder and for a period of twelve (12) months thereafter he will not solicit or accept thebusiness of, or assist any other person to solicit or accept the business of, any persons orentities who were customers of the Company, as of, or within one (1) year prior to, the Executive’stermination of employment, for the purposes of providing products or services competitive with theproducts or services of the Company or to cause such customers to reduce or end their business withthe Company.               (e) The Executive agrees that during his employment hereunder and for a period of twelve (12)months thereafter he will not solicit, raid, entice or induce any person that then is or
 

 

9at any time during the twelve (12) month period prior to the end of the Term was an employeein Executive’s department (other than a person whose employment with the Company has beenterminated by the Company), to become employed by any person, firm or corporation.               (f) The Executive shall make no statements disparaging the Company, any of its affiliates, anyof its officers, directors, or employees, or any of its business practices. The Company’sdirectors and officers shall make no statements disparaging the Executive.          8. Specific Performance.               (a) The Executive acknowledges that the services to be rendered by him hereunder are of aspecial, unique, extraordinary and personal character and that the Company Affiliates would sustainirreparable harm in the event of a violation by the Executive of Section 7 hereof. Therefore, inaddition to any other remedies available, the Company shall be entitled to specific enforcementand/or an injunction from any court of competent jurisdiction restraining the Executive fromcommitting or continuing any such violation of this Agreement without proving actual damages orposting a bond or other security. Nothing herein shall be construed as prohibiting the Companyfrom pursuing any other remedies available to it for such breach or threatened breach, includingthe recovery of damages.               (b) If any of the restrictions on activities of the Executive contained in Section 7 hereofshall for any reason be held by a court of competent jurisdiction to be excessively broad, suchrestrictions shall be construed so as thereafter to be limited or reduced to be enforceable to themaximum extent compatible with the applicable law as it shall then appear; it being understood thatby the execution of this Agreement the parties hereto regard such restrictions as reasonable andcompatible with their respective rights.               (c) Notwithstanding anything in this Agreement to the contrary, in the event that the Companyfails to make any payment of any amounts or provide any of the benefits to the Executive when dueas called for under Section 5 of this Agreement and such failure shall continue for twenty (20)days after written notice thereof from the Executive, all restrictions on the activities of theExecutive under Section 7 hereof shall be immediately and permanently terminated.          9. Withholding. The parties agree that all payments to be made to the Executive bythe Company pursuant to the Agreement shall be subject to all applicable withholding obligations ofsuch company.          10. Notices. All notices required or permitted hereunder shall be in writing andshall be deemed given and received when delivered personally, four (4) days after being mailed ifsent by registered or certified mail, postage pre-paid, or by one (1) day after delivery if sent byair courier (for next-day delivery) with evidence of receipt thereof or by facsimile with receiptconfirmed by the addressee. Such notices shall be addressed respectively:                If to the Executive, to:           Bruce Riggins                                       If to the Company or to the LLC, to:           Interstate Hotels & Resorts, Inc.    4501 North Fairfax Drive    Arlington, VA 22203  
 

 

10         Attention: Legal Department  or to any other address of which such party may have given notice to the other parties in themanner specified above.          11. Miscellaneous.               (a) This Agreement is a personal contract calling for the provision of unique services by theExecutive, 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 andthe LLC 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 Companyto make payments to the Executive are satisfied by the LLC.               (b) This Agreement shall be governed by and construed and enforced in accordance with theinternal laws of the State of Delaware, without regard to conflict of laws principles.               (c) The headings of the various sections of this Agreement are for convenience of referenceonly and shall not define or limit any of the terms or provisions hereof.               (d) The provisions of this Agreement which by their terms call for performance subsequent tothe expiration or termination of the Term shall survive such expiration or termination.               (e) The Company and the LLC shall reimburse the Executive for all costs incurred by theExecutive 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 expensesincurred in the preparation of or in connection with such proceeding.               (f) This Agreement constitutes the entire agreement of the parties hereto with respect to thesubject matter hereof and supersedes all other prior agreements and undertakings, both written andoral, among the parties with respect to the subject matter hereof, all of which shall be terminatedon the Commencement Date. In addition, the parties hereto hereby waive all rights such party mayhave under all other prior agreements and undertakings, both written and oral, among the partieshereto.
 

 

11          IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the datefirst above written.                EXECUTIVE:           /s/ BRUCE A. RIGGINS         Bruce Riggins           COMPANY:           INTERSTATE HOTELS & RESORTS, INC.           By: /s/ THOMAS F. HEWITT           Name: Thomas F. Hewitt    Title: Chief Executive Officer           LLC:           INTERSTATE MANAGEMENT COMPANY, LLC             By: Interstate Operating Company, L.P., a member             By: Interstate Hotels & Resorts, Inc.,              its general partner           By: /s/ THOMAS F. HEWITT           Name: Thomas F. Hewitt    Title: Chief Executive Officer