Termination Agreement



 Exhibit 10.20 
 Mr. Stephen K. Miller 
 603 Provident 
 Winnetka, Illinois 60093 
  

	 	Re:	Resignation from Employment 

 Dear Steve: 
 This letter agreement (“Agreement”) sets forth the agreement reached concerning the termination of your employment with Strategic Hotel Funding,
L.L.C., including its current and former parents, subsidiaries and affiliated entities, and their respective current and former successors, assigns, representatives, agents, attorneys, shareholders, officers, directors and employees, both
individually and in their official capacities (collectively, the “Company”). 
 1. We agree your employment with the Company will
end August 31, 2006 (“Resignation Date”). The Company will continue to pay your base salary, less applicable withholdings and deductions, through the Resignation Date and your employee benefits will continue through the Resignation
Date. The Company will also provide you with a lump-sum payment, less applicable withholdings and deductions, which represents the value of your accrued unused vacation days, if any, within fifteen days after the Resignation Date. In addition, in
accordance with its regular policies, the Company will reimburse you for any unreimbursed business expenses incurred by you prior to the Resignation Date. You acknowledge and agree that your employment with the Company ends for all purposes on the
Resignation Date. 
 2. In consideration for signing this Agreement and in exchange for the promises, covenants and waivers set forth herein,
and provided that you have not revoked this Agreement as set forth below, the Company will provide you with (a) a severance payment in one lump sum of one hundred fifty thousand dollars ($150,000), less applicable withholdings and deductions,
payable; (b) continuation of medical coverage for a period of up to eight months commencing as of September 1, 2006 as set forth in the succeeding paragraph; (c) outplacement consulting services through the firm of Scherer Schneider
Paulick, the nature of which shall be determined by the Company; and (d) the laptop computer and screen, blackberry and cell phone provided by the Company for your use during your employment with the Company. In addition the Company shall not
subject you to any contractual post-employment non-compete restrictions. None of the severance payment, continuation of medical coverage, outplacement consulting services or transfer of Company property shall be effective until after your execution
and return of this 








 
Agreement and the Transition Period Waiver and Release referenced in Paragraph 3. The lump sum severance payment will be made within fifteen business days
after your execution and return of this Agreement and the Transition Period Waiver and Release referenced in Paragraph 3 and the lapse of the revocation period. 
 Following the Resignation Date, your entitlement to continue medical coverage under the benefit plans of the Company will be determined pursuant to the terms and conditions of the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended (referred to as “COBRA coverage”). If you elect to receive COBRA family coverage and subject to COBRA and plan provisions, the Company will provide at the Company’s expense such COBRA family
coverage for the period beginning with September 1, 2006 and ending on April 30, 2007. Subject to COBRA and plan provisions, you may continue COBRA coverage after that time at your own expense. You agree and understand that,
notwithstanding the Company’s agreement to provide COBRA coverage up through April 30, 2007 as described above, in order for you to actually continue your benefits pursuant to COBRA, you must make a proper COBRA benefit continuation
election, in accordance with the provisions of COBRA. You and the Company agree that your Resignation Date is the “qualifying event” for purposes of COBRA and the period of continuation of medical coverage under this Agreement shall be
applied against COBRA and any state law medical continuation obligations. 
 3. In exchange for the consideration described in Paragraph 2
above and for other good and valuable consideration, you hereby release and forever discharge the Company from all debts, obligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action,
judgments, damages, expenses, claims or demands, in law or in equity (a “Claim”), which you ever had, now have, or which may arise in the future, regarding any matter arising on or before the date of your execution of this Agreement and to
the extent permitted by law, on or before the date you could have revoked this Agreement, including but not limited to all claims (whether known or unknown) regarding the following (a) your employment at or termination of employment from the
Company; (b) any contract (express or implied); (c) any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies; (d) attorneys’ fees; (e) any tort; (f) any libel, slander, assault,
battery, intentional or negligent infliction of emotional distress or any other theory under the common law of any state; (g) alleged discrimination based upon age, race, color, sex, sexual orientation, marital status, religion, national
origin, handicap or disability; (h) any alleged violation of any federal, state or local law, rule or regulation, whether equal employment opportunity laws, rules or regulations or otherwise, including but not limited to Title VII of the Civil
Rights Act of 1964, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1866, The Rehabilitation Act of
1973, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Illinois Human Rights Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988,
the Illinois Wage Payment and Collection Act, the Attorneys Fees in Wage Actions Act, and the Illinois Workers’ Compensation Act; and (i) any non-vested right under any Company pension, welfare, or stock or equity plans (provided, however,
that this release does not apply to any vested 401(k) benefits which you may have as of your Resignation Date, which shall be governed by the terms and conditions of the applicable plan documents). To the extent any statutes or laws exist which
exclude from the scope of this general release any claims not 








 
presently known to you, you hereby waive and relinquish all rights and benefits you may have under any such statute to the extent that you may lawfully do
so. You further agree that after the close of business on August 31, 2006, or as soon thereafter as possible, you will execute the Transition Period Waiver and Release (attached as Exhibit A) that you agree will waive and release all claims
that arise against the Company between the date of this Agreement through August 31, 2006. This Agreement may not be cited as, and does not constitute any admission by the Company of, any violation of any such law or legal obligation with
respect to any aspect of your employment or termination therefrom. 
 4. You represent and agree that you have not filed any lawsuits against
the Company, or filed or caused to be filed any charges or complaints against the Company with any municipal, state or federal agency charged with the enforcement of any law. Pursuant to and as a part of your release and discharge of the Company, as
set forth herein, with the sole exception of your right to bring a proceeding pursuant to the Older Workers Benefit Protection Act to challenge the validity of your release of claims pursuant to the Age Discrimination in Employment Act, you agree,
not inconsistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, not to sue or file a charge, complaint, grievance or demand for
arbitration against the Company in any forum or assist or otherwise participate willingly or voluntarily in any claim, arbitration, suit, action, investigation or other proceeding of any kind which relates to any matter that involves the Company,
and that occurred up to and including the date of your execution of this Agreement, unless required to do so by court order, subpoena or other directive by a court, administrative agency, arbitration panel or legislative body, or unless required to
enforce this Agreement. To the extent any such action may be brought by a third party, you expressly waive any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action. Nothing in the
foregoing paragraph shall prevent you (or your attorneys) from (i) commencing an action or proceeding to enforce this Agreement or (ii) exercising your right under the Older Workers Benefit Protection Act of 1996 to challenge the validity
of your waiver of ADEA claims set forth in Paragraph 3 of this Agreement. 
 5. You represent, warrant and acknowledge that the Company owes
you no wages, commissions, bonuses, sick pay, personal leave pay, expenses, severance pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature other than as specified in this Agreement. This
Agreement supersedes any other plan or agreement by the Company to provide severance to you under any circumstances. 
 6. Both parties agree
that they will not disparage or criticize the other, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against the other, except if testifying truthfully under oath pursuant to any lawful
court order or subpoena or otherwise responding to or providing disclosures required by law. You agree that you will not at any time prior to August 31, 2007, in any manner, directly or indirectly, employ, retain or solicit for employment or
retention for yourself or any other person or entity any individual who was, during the period of your employment with the Company or the 12-month period following your termination of employment, an employee, officer, agent or representative of the
Company. 







 7. Except as required by law, you agree not to disclose, print, publish, or use for your benefit or the
benefit of any other person or entity, any information received in connection with the Company which is confidential or proprietary and (i) which has not been disclosed publicly by the Company, (ii) which is otherwise not a matter of
public knowledge or (iii) which is a matter of public knowledge but you know or have reason to know that such information became a matter of public knowledge through an unauthorized disclosure. Proprietary or confidential information shall
include information the unauthorized disclosure or use of which would reduce the value of such information to the Company. Such information includes, without limitation, the Company’s client lists, its trade secrets, any confidential
information about (or provided by) any client or prospective or former client of the Company, information concerning the Company’s business or financial affairs, including its books and records, commitments, procedures, plans and prospects, or
current or prospective transactions or business of the Company, any “inside information,” or any other information related to the operation of the Company or any hotel owned by the Company. You hereby confirm that on or before
August 31, 2006 you will deliver to the Company and retain no copies of any written materials, records and documents (including those that are electronically stored) made by you or coming into your possession during the course of your
employment with the Company which contain or refer to any such proprietary or confidential information. You further confirm that you will deliver to the Company on or before August 31, 2006 any and all property and equipment of the Company,
which may have been in your possession, excluding the Company-provided laptop computer and screen, blackberry and cell phone described in Paragraph 2(d). 
 8. You agree not to disclose the terms or contents of this Agreement, the claims that have been or could have been raised against the Company, or the facts and circumstances underlying this Agreement, except in the
following circumstances: 
 a. you may disclose the terms of this Agreement to your immediate family, so long as such family member agrees to
be bound by the confidential nature of this Agreement; 
 b. you may disclose the terms of this Agreement to (i) your tax advisors so
long as such tax advisors agree in writing to be bound by the confidential nature of this Agreement, (ii) taxing authorities if requested by such authorities and so long as they are advised in writing of the confidential nature of this
Agreement or (iii) your legal counsel; and 
 c. you may disclose the terms of this Agreement pursuant to the order of a court or
governmental agency of competent jurisdiction or as otherwise required by law, or for purposes of securing enforcement of the terms and conditions of this Agreement. 
 9. Upon service on you, or anyone acting on your behalf, of any subpoena, order, directive or other legal process requiring you to engage in conduct encompassed within Paragraphs 6, 7, or 8 of this Agreement, you or
your attorney shall immediately notify the Company of such service and of the content of any testimony or information to be provided pursuant to such subpoena, order, directive or other legal process and within two (2) business days send to the
undersigned representative of the Company via overnight delivery (at the Company’s expense) a copy of said documents served upon you. 







 10. You agree that you will assist and cooperate with the Company including, without limitation, in
connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any
arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by you, pertinent
knowledge possessed by you, or any act or omission by you. The Company agrees to promptly reimburse you for all reasonable attorney fees and costs incurred in connection with your compliance with this Paragraph, and to indemnify you against any
liability incurred by you because of this Paragraph. 
 11. You agree to perform all acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Agreement. 
 12. The Company agrees that it shall indemnify, defend and hold
harmless you, to the full extent allowed by applicable law, for your actions taken on behalf of the Company and/or in executing your duties in the course of your employment with the Company. The Company further agrees to maintain Directors and
Officers insurance at a reasonable and customary level, including you as an insured party for claims relating to actions taken during your employment with the Company. 
 13. In the event of a breach of any of the terms of this Agreement, the party in breach shall pay any damages ordered by a court of law, administrative agency, or other legal process. The parties further understand
and agree that monetary damages may be an inadequate remedy for a breach of this Agreement, and accordingly, the non-breaching party shall be entitled to enforce this Agreement by obtaining injunctive relief in a court of competent jurisdiction.
This Agreement constitutes the entire agreement between the Company and you, and supersedes and cancels all prior and contemporaneous written and oral agreements, if any, between the Company and you. You affirm that, in entering into this Agreement,
you are not relying upon any oral or written promise or statement made by anyone at any time on behalf of the Company. 
 14. This Agreement
is binding upon the parties and their respective successors, assigns, heirs, executors, administrators and legal representatives. In the event of your death before payment of any amount pursuant to the terms of this Agreement, payment of that amount
shall be made to your estate. 
 15. If any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or
ineffective in a legal forum, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties. 
 16. Without detracting in any respect from any other provision of this Agreement: 
 a. You, in recognition of the consideration provided to you as described in Paragraph 2 of this Agreement, agree and acknowledge that this Agreement









 
constitutes a knowing and voluntary waiver of all rights or claims you have or may have against the Company as set forth herein, including, but not limited
to all rights or claims arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the
ADEA, and you have no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this Agreement or its terms, and that you are not acting under the influence of any medication or
mind-altering chemical of any type in entering into this Agreement. 
 b. You understand that, by entering into this Agreement, you do
not waive rights or claims that may arise after the date of your execution of this Agreement, including without limitation any rights or claims that you may have to secure enforcement of the terms and conditions of this Agreement. 

c. You agree and acknowledge that the consideration provided to you in Paragraph 2 of this Agreement is in addition to anything of value to which you
are already entitled if you do not sign this Agreement. 
 d. The Company hereby advises you to consult with an attorney prior to executing
this Agreement, and you represent to the Company that you have done so. 
 e. You acknowledge that you were informed that you had at least
twenty-one (21) days in which to review and consider this Agreement, and to consult with an attorney regarding the terms and effect of this Agreement. 
 17. The Company agrees that you may revoke this Agreement within seven (7) days from the date you sign this Agreement, in which case this Agreement shall be null and void and of no force or effect on either the
Company or you. Any revocation must be in writing and received by Janice J. Peterson, Vice President, Human Capital, Strategic Hotels & Resorts, Inc., 77 West Wacker, Suite 4600, Chicago, Illinois 60601 by 5:00 p.m. on or before the seventh
day after this Agreement is executed by you. 
 18. This Agreement may not be changed or altered, except by a writing signed by the Company
and you. This Agreement is entered into in the State of Illinois, and the laws of the State of Illinois will apply to any dispute concerning it, excluding the conflict-of-law principles thereof. This Agreement shall not become effective or
enforceable until the seven-day revocation period has expired. 







 YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE READ THIS AGREEMENT CAREFULLY; THAT YOU FULLY UNDERSTAND
THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS AGREEMENT; THAT THE COMPANY HAS ADVISED YOU TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT YOU HAVE HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY; THAT YOU UNDERSTAND
THAT THIS AGREEMENT HAS BINDING LEGAL EFFECT; AND THAT YOU HAVE EXECUTED THIS AGREEMENT FREELY, KNOWINGLY AND VOLUNTARILY. 
 PLEASE READ CAREFULLY. THIS
AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES. 
  

			
	Date: 7/27/06	  	 /s/ Stephen K. Miller

		  	Stephen K. Miller

 On this 27 day of July, 2006, before me personally came Stephen Miller, to me known to be the individual described
in the foregoing instrument, who executed the foregoing instrument in my presence, and who duly acknowledged to me that he executed the same. 
  

	
	 /s/ Nancy Cochand
 Notary
Public

	
	Date: 7/27/06

  

			
	Strategic Hotel Funding, L.L.C.
		
	By:	 	 /s/ Janice J. Peterson

	Name:	 	Janice J. Peterson
	Title:	 	Vice President – Human Capital


 You must sign and return this Agreement to Janice J. Peterson, Vice President, Human Capital, Strategic
Hotels & Resorts, Inc., 77 West Wacker, Suite 4600, Chicago, Illinois 60601 no later than 5:00 p.m. on the 21st
day following receipt of this document or irrevocably lose the opportunity to receive the consideration detailed herein. You received this Agreement on July 25, 2006. 







 Exhibit A 
 Transition Period Waiver and Release 
 In exchange for the consideration, promises, covenants and waivers
identified in the July __, 2006 Agreement between Stephen K. Miller (“Miller”) and the “Company” as that term is defined in the Agreement, Miller hereby releases and forever discharges the Company for all claims, liabilities and
other matters identified in Paragraph 3 of the Agreement that may arise between the date of the Agreement and the date that this Transition Period Waiver and Release is executed by the parties and reaffirms the representation in Paragraph 4 as true
through the date this Transition Period Waiver and Release is executed. Miller further agrees that all other pertinent provisions of the Agreement apply equally to this Transition Period Waiver and Release, including but not limited to, the
twenty-one (21) day attorney consultation period and the seven (7) day revocation period identified in Paragraphs 16 and 17 of the Agreement. 
 YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE READ THIS WAIVER AND RELEASE CAREFULLY; THAT YOU FULLY UNDERSTAND THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS WAIVER AND RELEASE; THAT THE COMPANY HAS ADVISED YOU TO
CONSULT WITH AN ATTORNEY CONCERNING THIS WAIVER AND RELEASE; THAT YOU HAVE HAD A FULL OPPORTUNITY TO REVIEW THIS WAIVER AND RELEASE WITH AN ATTORNEY; THAT YOU UNDERSTAND THAT THIS WAIVER AND RELEASE HAS BINDING LEGAL EFFECT; AND THAT YOU HAVE
EXECUTED THIS WAIVER AND RELEASE FREELY, KNOWINGLY AND VOLUNTARILY. 
 PLEASE READ CAREFULLY. THIS WAIVER AND RELEASE HAS
IMPORTANT LEGAL CONSEQUENCES. 
  

					
	Date: 8/31/06	  	By:	 	 /s/ Stephen K. Miller

		  		 	Stephen K. Miller

  
 On this 31st day of August, 2006, before me personally came Stephen K. Miller, to me known to be the individual described in the foregoing
instrument, who executed the foregoing instrument in my presence, and who duly acknowledged to me that he executed the same. 
  

	
	 /s/ Irene L. Veea
 Notary
Public

	
	Date: 8/31/06

  

			
	STRATEGIC HOTEL FUNDING, L.L.C.
		
	By:	 	/s/ Janice J. Peterson
	Name:	 	Janice J. Peterson
	Title:	 	Vice President, Human Capital