Filed by Bowne Pure Compliance





Exhibit 10.1


EMPLOYMENT AGREEMENT FOR FRED J.
KLEISNER

AMENDMENT NO. 1


This Amendment
No. 1 to the Employment Agreement for Fred J. Kleisner (“Amendment
No. 1”) is made, effective as of December 31, 2008, by and
between Morgans Hotel Group Co., a Delaware corporation (the
“Company”), and Fred J. Kleisner (“Executive”).


Recitals:


WHEREAS,
Executive and the Company previously entered into an Employment Agreement,
effective as of December 10, 2007; and


WHEREAS,
Executive and the Company desire to further amend the Employment Agreement
to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended.


Agreement:


NOW, THEREFORE,
in consideration of the agreements contained herein and of such other good
and valuable consideration, the sufficiency of which Executive acknowledges,
the Company and Executive, intending to be legally bound, agree as follows:


1. Section 3(c) of the Employment Agreement is hereby
amended to read as follows:


“(c)
Termination by Employee with Good Reason.


(i) Employee may
terminate this Agreement for Good Reason, as defined below, by notifying the
Company of his intent to terminate his employment with Good Reason, and,
thereafter, the Employer shall: (1) pay Employee his pro-rata Annual
Bonus, if any, for the current calendar year through the date of his
termination; (2) continue to pay Employee his Base Salary for twenty-four
(24) months after his date of termination; and (3) continue paying
for Employee’s health insurance benefits for a period of twenty-four
(24) months after such termination.


 


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(ii) The term
Good Reason shall mean, subject to the conditions described in
Section 3(c)(iii), the occurrence of one or more of the following without
Employee’s written consent: (i) any material failure by the Company
to comply with any of the provisions of paragraph 2 of this Agreement, other
than insubstantial and inadvertent failures not in bad faith which are remedied
by the Company promptly after receipt of notice thereof given by the Employee;
(ii) the assignment to Employee, or the removal from Employee, of any
duties or responsibilities that result in a material diminution of
Employee’s authority; (iii) a material diminution of the budget over
which Employee has responsibility, other than for a bona fide business reason;
(iv) any material failure by the Company to comply with and satisfy
Section 9(c) of this Agreement; (v) the imposition of any requirement that
Employee relocate his office to a location other than Manhattan; or (vi) a
material breach by the Company of any written agreement between the Company and
Employee.


(iii) For an act
or omission described in Section 3(c)(ii) to constitute Good Reason,
(i) Employee must notify the Company in writing within sixty
(60) days after Employee has knowledge that an event constituting Good
Reason has occurred; (ii) such act or omission must be capable of being
cured and continue after Employee has given the Company notice thereof beyond
thirty (30) days following Company’s receipt of the required notice;
and (iii) Employee actually terminates employment within thirty
(30) days of the end of the 30-day cure period.”


2. Section 3(h) of the Employment Agreement is hereby
amended to read as follows:


“(h) Release
of Claims. Notwithstanding the foregoing or anything else contained in this
Agreement to the contrary, prior to the payment by Employer of the termination
payments and benefits provided for in clause (c), (f), or (g) of this
paragraph 3, to the extent that such payments or benefits are conditioned upon
the execution and delivery by the Executive of a release of claims, the
Executive shall forfeit all rights to such payments and benefits unless such
release is signed and delivered (and no longer subject to revocation). Within
three (3) days of such a termination, the Company shall provide a general
customary release to Employee, which Employee must sign within thirty
(30) days following the termination.”




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3. Section 8(a) of the Employment Agreement is hereby
amended to read as follows:


“(a)
Limitations Under Code Section 409A


(i) Anything in
this Agreement to the contrary notwithstanding, if (A) on the date of
termination of Executive’s employment with the Company or a subsidiary,
any of the Company’s stock is publicly traded on an established
securities market or otherwise (within the meaning of
Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the
“Code”)), (B) Executive is determined to be a “specified
employee” within the meaning of Section 409A(a)(2)(B), (C) the
payments exceed the amounts permitted to be paid pursuant to Treasury
Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid
the imposition of the tax set forth in Section 409A(a)(1), as a result of
such termination, the Executive would receive any payment that, absent the
application of this Section 5(g), would be subject to interest and
additional tax imposed pursuant to Section 409A(a) as a result of the
application of Section 409A(2)(B)(i), then no such payment shall be payable
prior to the date that is the earliest of (1) six (6) months and one
day after the Executive’s termination date, (2) the
Executive’s death or (3) such other date (the “Delay
Period”) as will cause such payment not to be subject to such interest
and additional tax (with a catch-up payment equal to the sum of all amounts
that have been delayed to be made as of the date of the initial payment). In
particular, with respect to any lump sum payment otherwise required hereunder,
in the event of any delay in the payment date as a result of
Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments
to reflect the deferred payment date by crediting interest thereon at the prime
rate in effect at the time such amount first becomes payable, as quoted by the
Company’s principal bank.


(ii) To the
extent that any benefits to be provided during the Delay Period are considered
deferred compensation under Code Section 409A provided on account of a
“separation from service,” and such benefits are not otherwise
exempt from Section 409A, the Executive shall pay the cost of such
benefits during the Delay Period, and the Company shall reimburse the
Executive, to the extent that such costs would otherwise have been paid by the
Company or to the extent that such benefits would otherwise have been provided
by the Company at no cost to the Executive, the Company’s share of the
cost of such benefits upon expiration of the Delay Period, and any remaining
benefits shall be reimbursed or provided by the Company in accordance with the
procedures specified herein.


(iii) In
addition, other provisions of this Agreement or any other such plan
notwithstanding, the Company shall have no right to accelerate any such payment
or to make any such payment as the result of any specific event except to the
extent permitted under Section 409A.


(iv) For purposes
of Section 409A, each payment made after termination of employment,
including COBRA continuation reimbursement payment, will be considered one of a
series of separate payments.


(v) A termination
of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or
benefits upon or following a termination of employment unless such termination
is also a “separation from service” within the meaning of
Section 409A and, for purposes of any such provision of this Agreement,
references to a “termination,” “termination of
employment” or like terms shall mean “separation from
service.”


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(vi) Any amount
that Executive is entitled to be reimbursed under this Agreement that may be
treated as taxable compensation, including any gross-up payment, will be
reimbursed to Executive as promptly as practical and in any event not later
than sixty (60) days after the end of the calendar year in which the
expenses are incurred; provided that Executive shall have provided a
reimbursement request to the Company no later than thirty (30) days prior
to the date the reimbursement is due. The amount of the expenses eligible for
reimbursement during any calendar year will not affect the amount of expenses
for reimbursement in any other calendar year, except as may be required
pursuant to an arrangement providing for the reimbursement of expenses referred
to in Section 105(b) of the Code.


(vii) The Company
shall not be obligated to reimburse Executive for any tax penalty or interest
or provide a gross-up in connection with any tax liability of Executive under
Section 409A.


(viii) Any annual
bonus that is earned pursuant to Section 2 shall be paid, whether is cash
or equity as provided above, between January 1 and March 15 of the year
following the year for which such annual bonus was earned; provided, 
however, that if the Board shall determine that it is administratively
impracticable, which may include inability of the Company to gain certification
of its financial statements, to make such annual bonus payment by
March 15, any such payment shall be made as soon as reasonably practicable
after such period and in no event later than December 31 of the year
following the year for which such annual bonus was earned.


(ix) Whenever a
payment under this Agreement specifies a payment period with reference to a
number of days (e.g., “payment shall be made within thirty (30) days
following the date of termination”), the actual date of payment within
the specified period shall be within the sole discretion of the Company.


(x) Unless this
Agreement provides a specified and objectively determinable payment schedule to
the contrary, to the extent that any payment of base salary or other
compensation is to be paid for a specified continuing period of time beyond the
date of termination of Executive’s employment in accordance with the Company’s payroll practices
(or other similar term), the payments of such base salary or other compensation
shall be made on a monthly basis.”


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4. The provisions
of this Amendment No. 1 may be amended and waived only with the prior
written consent of the parties hereto. This Amendment No. 1 may be
executed and delivered in one or more counterparts, each of which shall be
deemed an original and together shall constitute one and the same instrument.


5. Except as set
forth in this Amendment No. 1, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Amendment
No. 1 on the date first written above.


MORGANS HOTEL GROUP
CO.


By: /s/ Fred J.
Kleisner           

Name:
Fred J. Kleisner

Title: Chief Executive Officer




EXECUTIVE


/s/ Fred J.
Kleisner             
Fred J. Kleisner


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