Bristol Hotels & Resorts Form 10-K






Exhibit 10.12



EMPLOYMENT AGREEMENT


     
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and
between Bristol Hotels & Resorts, a Delaware corporation
 (the “Company”), and Jeffrey P. Mayer (the
“Executive”) is entered into on July 1, 1999 (the
“Commencement Date”).


     
In consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows:


     
1.  Employment.  The Company will continue to
employ the Executive, and the Executive hereby accepts such
continued employment, on the terms and conditions set forth
herein.


     
2.  Term.  The term of this Agreement (the
“Term”) will commence as of the Commencement Date and,
subject to Section 8, will expire on the day before the
fourth anniversary of the Commencement Date; provided, however,
that commencing on the fourth anniversary of the Commencement
Date and each anniversary thereafter the Term will automatically
be extended for successive one-year periods unless either party
gives written notice to the other, not less than 90 calendar days
 prior to the otherwise scheduled expiration of the Term, that it
 or he does not want the Term to so extend.


     
3.  Title, Duties, Responsibilities and Authority of the
Executive.  During the Term, and in accordance with the
Company’s Bylaws, the Executive will be the Chief Financial
Officer of the Company and will have such duties and
responsibilities as may from time to time be assigned to him by
the Board of Directors (the “Board”), the Chief
Executive Officer or the Chief Operating Officer of the Company
consistent with such position. Subject to Section 8, neither
 the Executive’s title nor the scope of the Executive’s
 duties, responsibilities or authority may be reduced at any time
 during the Term. The Executive also will serve, without
additional compensation, as an officer or director, or both, of
any subsidiary or affiliate of the Company or any other entity in
 which the Company has an equity interest if elected to any such
position in accordance with the constituent documents of and laws
 applicable to such entity, provided, however, that the Company
will indemnify the Executive from liabilities in connection with
serving in any such capacity to the same extent as the Executive
is indemnified in the performance of his duties with the Company.
 The Executive will devote substantially all of his time during
normal business hours and his best efforts, full attention and
energies to the business and affairs of the Company (excluding
reasonable amounts of time devoted to charitable purposes,
passive investments and directorships and periods in which he is
physically or mentally ill, injured or otherwise disabled).


     
4.  Cash Compensation.



		
	 	     
	(a)  Salary.  The Executive’s base salary
	will be $275,000 per year during the Term, payable monthly
	or as otherwise payable for other executive officers of the
	Company from time to time. As of January 1 of each calendar year
	during the Term, such













		
	 	
	base salary will be reviewed and may be increased (but not
	decreased), as determined by the Compensation Committee of the
	Board (the “Compensation Committee”) in its sole
	discretion. If the Executive’s base salary is reduced below
	the then-current amount at any time during the Term, then
	Executive shall have the right to terminate this Agreement
	pursuant to Section 8(b) or 8(d) hereof, as the case may be.





		
	 	     
	(b)  Incentive Bonus.  For each fiscal year of
	the Company during the Term, the Executive will be eligible to
	receive an annual performance bonus. The actual amount of such
	bonus, if any, will be determined based upon the Executive’s
	 achievement of individual and corporate performance objectives
	established by the Compensation Committee pursuant to this
	Agreement or pursuant to any bonus plan in effect for the other
	executive officers of the Company from time to time. The
	Compensation Committee will determine in its sole discretion
	whether the performance objectives established for Executive have
	 been met by Executive for any fiscal year, and such
	determination will binding upon Executive. Such bonus, if any,
	will be payable in cash at such time as bonuses are payable to
	other executive officers of the Company, and Executive will not
	be entitled to any such bonus until the Compensation Committee
	has determined and authorized the amount and payment of the bonus
	 to Executive.
	 
	 	     
	(c)  Other Bonuses.  In addition to any bonuses
	that Executive may receive under Section 4(b) above,
	Executive may be eligible to receive a bonus in the event that
	the Company completes one or more transactions that significantly
	 increases the number of hotels in its portfolio or otherwise
	materially increases the Company’s earnings or free cash
	flow potential. If a major transaction is completed, the
	Compensation Committee shall evaluate the overall economic impact
	 of the transaction and establish an appropriate deal bonus for
	Executive. The determination of whether any such transaction has
	occurred will be made by the Compensation Committee in its sole
	discretion, and such determination will be binding upon
	Executive. In addition, the actual amount of such bonus, if any,
	will be determined by the Compensation Committee in its sole
	discretion. Executive will not be entitled to any such bonus
	until the Compensation Committee has determined and authorized
	the amount and payment of the bonus to Executive.




     
5.  Options and Restricted Stock.



		
	 	     
	(a)  On the date hereof, the Company will grant to Executive
	 non-qualified stock options pursuant to the Company’s 1998
	Equity Incentive Plan (the “Equity Incentive Plan”) to
	acquire 80,000 shares of the common stock, par value
	$.01 per share (the “Common Stock”), of the
	Company. Such options will have an exercise price of
	$6.38 per share and will vest over a four-year period, with
	25% of the options (i.e., 20,000 options) vesting on each
	anniversary of the date of grant, with such options being fully
	vested on the fourth anniversary of the date of grant. Such
	options will be evidenced by a stock option agreement to be
	entered into between Executive and the Company substantially in
	the form of the stock option agreement required by the Equity
	Incentive Plan. Executive acknowledges that such options will be
	in respect of his compensation package for both 1999 and 2000
	and, accordingly, Executive will not receive any option grants in
	 2000 unless the Compensation Committee determines otherwise in
	its sole discretion.




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	(b)  On the date hereof, the Company will grant to Executive
	 50,000 shares of “restricted stock” pursuant to
	the Equity Incentive Plan. Such shares will vest over a four-year
	 period with 25% of the shares (i.e., 12,500 shares) vesting
	 on each anniversary of the date of grant, with such shares being
	 fully vested on the fourth anniversary of the date of grant.
	Such shares will be evidenced by a restricted stock agreement to
	be entered into between Executive and the Company substantially
	in the form of the agreement required by the Equity Incentive
	Plan.
	 
	 	     
	(c)  In addition, the Executive will be eligible to
	participate in any subsequent awards of options or other equity
	rights that are made under the Equity Incentive Plan during the
	Term, at such levels and on such terms as may be determined by
	the Compensation Committee in its sole discretion.




     
6.  Benefits.



		
	 	     
	(a)  Participation in Plans. During the Term, the
	Executive will be entitled to participate in all retirement and
	welfare plans and programs of the Company in which executive
	officers of the Company participate. The Executive’s rights
	under such plans and programs will be governed by the terms
	thereof and will not be enlarged hereunder or otherwise affected
	hereby.
	 
	 	     
	(b)  Amendment or Termination. The Executive
	acknowledges that the Company, in its sole discretion, may amend
	or terminate any such plan at any time.





		
	 	
	7.  Expenses. The Company will pay or reimburse the
	Executive for reasonable and necessary expenses incurred by the
	Executive in connection with his duties on behalf of the Company
	in accordance with the general policies of the Company in effect
	from time to time for other executive officers of the Company.




     
8.  Termination.



		
	 	     
	(a)  Termination of Employment. The Executive’s
	employment hereunder may be terminated by the Company or the
	Executive for any reason, or without reason, by written notice as
	 provided in Section 13. Subject to the following provisions
	 of this Section 8 and any benefit continuation requirements
	 of applicable law, in the event that the Executive’s
	employment hereunder is terminated during the Term by the Company
	 or the Executive, the compensation and benefit obligations of
	the Company under this Agreement will cease as of the effective
	date of such termination, except (i) for any compensation
	and benefits earned or accrued but unpaid through such date and
	(ii) as otherwise provided in this Section 8. Certain
	capitalized terms used in this Section 8 are defined in
	Section 8(i).
	 
	 	     
	(b)  Termination by the Company or Executive Within One
	Year after a Change of Control. If a Change of Control shall
	occur during the Term and any of the following shall occur:
	(i) the Executive’s employment hereunder is terminated
	by the Company during the period commencing on the effective date
	 of the Change of Control




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	and ending one year thereafter other than for Cause or as a
	result of the Executive’s death or Disability,
	(ii) during such one-year period Executive’s base
	salary is reduced by the Board of Directors or the Compensation
	Committee below the amount of Executive’s base salary as in
	effect immediately prior to the effective date of the Change of
	Control and, within one month after such reduction, Executive
	terminates this Agreement, or (iii) at any time during such
	one-year period neither J. Peter Kline nor John A.
	Beckert holds the position of Chief Executive Officer (or if
	there is no position of Chief Executive Officer, then neither
	holds the position of President) or equivalent position (in the
	case of a legal entity that is not a corporation) of the Company
	or any successor company to the Company resulting from the Change
	 of Control and, within one month after such time, Executive
	terminates this Agreement; then in any such event the Company
	will pay the amount and make available the benefits specified
	below:





		
	 	     
	(i)  Cash Payment.  The Executive will receive
	an amount equal to two times the average of his total cash
	compensation (including bonus) for the preceding two calendar
	years. Such payment will be made in a single lump sum within
	15 calendar days after the effective date of the
	Executive’s termination of employment with the Company (the
	“Termination Date”).
	 
	 	     
	(ii)  Welfare Benefits.  During the two-year
	period beginning on the Termination Date (the “Two-Year
	Severance Period”), the Company will continue to provide the
	 Executive with any welfare benefits that he was receiving from
	the Company immediately prior to the Termination Date
	(“Welfare Benefits”). Such Welfare Benefits will be
	provided to the Executive on the same terms and conditions
	(including employee contributions toward the cost of benefits or
	coverage) under which the Executive was entitled to participate
	immediately prior to the termination Date. Such Welfare Benefits
	may be modified or terminated at any time by the Company
	following the Termination Date, provided that such change is
	applicable to senior executives of the Company generally.
	Notwithstanding the foregoing, the Company’s obligation to
	provide Welfare Benefits pursuant to this Section 8(b)(ii)
	will terminate when the Executive commences any employment with
	any third party during the Two-Year Severance Period (or, if
	later, when any applicable waiting periods for welfare benefit
	coverage with such third-party employer have expired).
	 
	 	     
	(iii)  Options and Other Equity Rights.  On the
	Termination Date, all options, shares of restricted stock and
	other equity rights granted to the Executive pursuant to
	Section 5 hereof which have not vested or become
	exercisable, as applicable, will vest and become exercisable (and
	 any restrictions on the restricted stock, including the risk of
	forfeiture, set forth in the applicable restricted stock
	agreement will be lifted).





		
	 	     
	(c)  Constructive Termination. If at any time during
	the Term, Executive’s responsibilities are substantially
	reduced from the responsibilities he has on the Commencement
	Date, whether before or after the occurrence of a Change of
	Control, then Executive may, during the one-month period
	commencing after the expiration of the Trial Period, terminate
	this Agreement. In the event Executive terminates this Agreement




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	pursuant to this Section 8(c), the Company will pay the
	amount and make available the benefits specified below:





		
	 	     
	(i)  Cash Payment.  The Executive will receive
	an amount equal to 75% of the average of his total cash
	compensation (including bonus) for the preceding two calendar
	years. Such payment will be made in a single lump sum within
	15 calendar days after the Termination Date.
	 
	 	     
	(ii)  Welfare Benefits. During the nine-month period
	beginning on the Termination Date (the “Nine-Month Severance
	 Period”), the Company will continue to provide the
	Executive with any Welfare Benefits that he was receiving from
	the Company immediately prior to the Termination Date. Such
	Welfare Benefits will be provided to the Executive on the same
	terms and conditions (including employee contributions toward the
	 cost of benefits or coverage) under which the Executive was
	entitled to participate immediately prior to the Termination
	Date. Such Welfare Benefits may be modified or terminated at any
	time by the Company following the Termination Date, provided that
	 such change is applicable to senior executives of the Company
	generally. Notwithstanding the foregoing, the Company’s
	obligation to provide Welfare Benefits pursuant to this
	Section 8(c)(ii) will terminate when the Executive commences
	 any employment with any third party during the Nine-Month
	Severance Period (or, if later, when any applicable waiting
	periods for welfare benefit coverage with such third-party
	employer have expired).
	 
	 	     
	(iii)  Options and Other Equity Rights.  On the
	Termination Date, 50% of all options, shares of restricted stock
	and other equity rights that are evidenced by each grant of
	options, shares of restricted stock or other equity rights
	granted to the Executive pursuant to Section 5 hereof which
	have not vested or become exercisable, as applicable, will vest
	and become exercisable and the other 50% of the options, shares
	of restricted stock or other equity rights evidenced by each such
	 grant will terminate and be forfeited by Executive (and, with
	respect to the shares of restricted stock that become vested, any
	 restrictions on such shares, including the risk of forfeiture,
	set forth in the applicable restricted stock agreement for such
	shares will be lifted).





		
	 	     
	(d)  Termination Without Cause. If (i) the
	Executive’s employment hereunder is terminated during the
	Term by the Company (other than pursuant to Section 8(b),
	(c) or (e) or as a result of the Executive’s death
	 or Disability) or (ii) at any time during the Term,
	Executive’s base salary is reduced by the Board of Directors
	 or the Compensation Committee below the then-current amount and,
	 within one month after such reduction, Executive terminates this
	 Agreement; then the Company will pay the amount and make
	available the benefits specified below (provided that nothing in
	this Section 8(d) shall limit Executive’s rights to
	proceed under Section 8(b) instead of this Section 8(d)
	 if the conditions set forth in Section 8(b) are met):





		
	 	     
	(i)  Cash Payment.  The Executive will receive
	an amount equal to his total cash compensation (including bonus)
	for the immediately-preceding




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	calendar year. Such payment will be made in a single lump sum
	within 15 calendar days after the Termination Date.





		
	 	     
	(ii)  Welfare Benefits.  During the one-year
	period beginning on the Termination Date (the “One-Year
	Severance Period”), the Company will continue to provide the
	 Executive with any Welfare Benefits that he was receiving from
	the Company immediately prior to the Termination Date. Such
	Welfare Benefits will be provided to the Executive on the same
	terms and conditions (including employee contributions toward the
	 cost of benefits or coverage) under which the Executive was
	entitled to participate immediately prior to the termination
	Date. Such Welfare Benefits may be modified or terminated at any
	time by the Company following the Termination Date, provided that
	 such change is applicable to senior executives of the Company
	generally. Notwithstanding the foregoing, the Company’s
	obligation to provide Welfare Benefits pursuant to this
	Section 8(d)(ii) will terminate when the Executive commences
	 any employment with any third party during the One-Year
	Severance Period (or, if later, when any applicable waiting
	periods for welfare benefit coverage with such third-party
	employer have expired).
	 
	 	     
	(iii)  Options and Other Equity Rights.  On the
	Termination Date, 50% of all options, shares of restricted stock
	and other equity rights that are evidenced by each grant of
	options, shares of restricted stock or other equity rights
	granted to the Executive pursuant to Section 5 hereof which
	have not vested or become exercisable, as applicable, will vest
	and become exercisable and the other 50% of the options, shares
	of restricted stock or other equity rights evidenced by each such
	 grant will terminate and be forfeited by Executive (and, with
	respect to the shares of restricted stock that become vested, any
	 restrictions on such shares, including the risk of forfeiture,
	set forth in the applicable restricted stock agreement for such
	shares will be lifted).





		
	 	     
	(e)  Termination for Cause. If the Executive’s
	employment hereunder is terminated during the Term by the Company
	 for Cause, the Executive will be entitled to no salary or
	Welfare Benefits (other than as required by law) which might
	otherwise accrue after the Termination Date. On the Termination
	Date, all options, shares of restricted stock and other equity
	rights granted to the Executive pursuant to Section 5 hereof
	 which have not vested or become exercisable, as applicable, will
	 terminate and be forfeited by Executive.
	 
	 	     
	(f)  Termination or Resignation by Executive. If
	Executive voluntarily resigns or terminates his employment
	hereunder during the Term (other than pursuant to
	Section 8(b), (c) or (d)), then Executive will be
	entitled to no salary or Welfare Benefits (other than as required
	 by law) which might otherwise accrue after the Termination Date.
	 On the Termination Date, all options, shares of restricted stock
	 and other equity rights granted to the Executive pursuant to
	Section 5 hereof which have not vested or become
	exercisable, as applicable, will terminate and be forfeited by
	Executive.




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	(g)  Release.  Acceptance by the Executive of
	any amounts pursuant to this Section 8 will constitute a
	full and complete release by the Executive of any and all claims
	the Executive has or may have against the Company, its officers,
	directors and affiliates, including without limitation claims he
	might have relating to the Executive’s cessation of
	employment with the Company; provided, however, that there will
	be excluded from the scope of such release claims that the
	Executive has or may have against the Company for reimbursement
	of ordinary and necessary business expenses incurred by him
	during his course of employment consistent with this Agreement.
	 
	 	     
	(h)  Internal Revenue Code Limitations. 
	Notwithstanding anything contained in this Agreement to the
	contrary, if the “present value” (as determined under
	Section 280G of the Internal Revenue Code of 1986, as
	amended (the “Code”), or any successor provision
	thereto) of amounts and benefits otherwise payable to the
	Executive pursuant to this Agreement, when added to the
	“present value” (as determined under Section 280G
	of the Code or any successor provision thereto) of any other
	“parachute payments” (as that term is defined in
	section 280G of the Code or any successor provision thereto)
	 from the Company, would exceed an amount (the “299%
	Amount”) equal to 299% of the Executive’s “base
	amount” (as that term is defined in Section 280G of the
	 Code (without regard to Section 280G(b)(2)(A)(ii) thereof)
	or any successor provision thereto), the amounts and benefits
	payable under this Agreement will be reduced to the minimum
	extent necessary so that the aggregate present value determined
	in the previous clause does not exceed the 299% Amount;
	provided, however, that the foregoing reduction will be made only
	 if and to the extent that such reduction would result in an
	increase in the aggregate amounts and benefits to be provided,
	determined on an after-tax basis (taking into account the excise
	tax imposed pursuant to Section 4999 of the Code, or any
	successor provision thereto, any tax imposed by any comparable
	provision of state law, and any applicable federal, state and
	local income taxes). The determination of whether any reduction
	in the amounts or benefits payable under this Agreement or
	otherwise is required pursuant to the preceding sentence will be
	made, if requested by the Executive or the Company, by such tax
	counsel as may be selected by the Company’s independent
	accountants and reasonably acceptable to the Executive. The fact
	that the Executive has his right to payments under this Agreement
	 reduced as a result of the existence of the limitations
	contained in this Section 8(h) will not of itself limit or
	otherwise affect any rights of the Executive arising other than
	pursuant to this Agreement.
	 
	 	     
	(i)  Certain Definitions.  For purposes of this
	Agreement, the following terms have the following meanings:





		
	 	     
	(i)  “Affiliate” means with respect to any
	Person, any other Person who directly or indirectly controls, is
	controlled by, or is under direct or indirect common control
	with, such Person, and includes any Person in like relation to an
	 Affiliate.
	 
	 	     
	(ii)  “Beneficial Owner” means a
	“beneficial owner” as such term is defined in
	Rule 13d-3 of the Exchange Act.




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	(iii)  “Cause” means:





		
	 	     
	(1)  the willful and continued failure by the Executive
	substantially to perform his duties hereunder (other than any
	such failure resulting from the Executive’s incapacity due
	to physical or mental illness), after written notice requesting
	substantial performance is delivered to the Executive by the
	Board, which notice identifies in reasonable detail the manner in
	 which the Board believes the Executive has not substantially
	performed his duties;
	 
	 	     
	(2)  an act of fraud, embezzlement or theft in connection
	with his duties or in the course of his employment with the
	Company; or
	 
	 	     
	(3)  a material breach of Section 9.





		
	 	     
	(iv)  “Change of Control” of the Company
	means the occurrence at any time after the date hereof of
	(1) any Person or Group of Persons (other than The Hampstead
	 Group, L.L.C. or an Affiliate thereof) becoming for the
	first time the Beneficial Owner, directly or indirectly, of more
	than fifty percent (50%) of the total combined voting power
	of all classes of capital stock of the Company normally entitled
	to vote for the election of directors of the Company
	(“Voting Stock”), other than as a result of a transfer
	or series of related transfers of Voting Stock from a Person or
	Group of Persons who immediately prior to such transfer or
	transfers was the Beneficial Owner, and who after giving effect
	to such transfer or transfers continues to be the Beneficial
	Owner, of more than fifty percent (50%) of the Voting Stock
	of the Company, (2) a merger or consolidation of the Company
	 with or into another Person (other than The Hampstead
	Group, L.L.C. or an Affiliate thereof) or the merger of
	another Person (other than The Hampstead Group, L.L.C. or an
	 Affiliate thereof) into the Company as a consequence of which
	those Persons who held all of the Voting Stock of the Company
	immediately prior to such merger or consolidation do not hold
	either directly or indirectly a majority of the Voting Stock of
	the Company (or, if applicable, the surviving company of such
	merger or consolidation) after the consummation of such merger or
	 consolidation, or (3) the consummation of a going private
	transaction (of the type described in Rule 13e-3(a)(3) of
	the Exchange Act) as a result of which the Company is no longer
	required to file (and does not in fact file) periodic reports
	pursuant to Section 13 or Section 15(d) of the Exchange
	 Act.
	 
	 	     
	(v)  “Disability” means the
	Executive’s incapacity due to physical or mental illness
	substantially to perform his duties on a full-time basis for six
	consecutive months and within 30 calendar days after a
	notice of termination is thereafter given by the Company the
	Executive shall not have returned to the full-time performance of
	 the Executive’s duties.




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	(vi)  “Exchange Act” means the Securities
	Exchange Act of 1934, as amended.
	 
	 	     
	(vii)  “Group” means a “group” as
	 such term is used in Rule 13d-3 of the Exchange Act.
	 
	 	     
	(viii)  “Person” means an individual or
	entity.
	 
	 	     
	(ix)  “Trial Period” means the period
	commencing on the date that Executive’s responsibilities are
	 substantially reduced hereunder and ending three months
	thereafter.




     
9.  Confidentiality and No Hire Agreement.



		
	 	     
	(a)  Confidentiality. The Executive acknowledges
	that, in the course of his employment by the Company, he has
	access to and has become aware of and informed of, and will
	continue to have access to and become aware of and informed of,
	confidential and/or proprietary information which is a
	competitive asset of the Company, including without limitation
	(i) the terms of any agreements between the Company and
	third parties, (ii) marketing strategies and marketing
	methods, (iii) development ideas and strategies,
	(iv) personnel training and development programs,
	(v) financial results, (vi) strategic plans and
	demographic analyses, (vii) proprietary computer and systems
	 software, and (viii) any non-public information concerning
	the Company, its employees, suppliers or customers (collectively,
	 “Confidential Information”). The Executive will keep
	all Confidential Information in strict confidence during the Term
	 and thereafter and will never directly or indirectly make known,
	 divulge, reveal, furnish, make available or use any Confidential
	 Information (except in the course of his regular authorized
	duties on behalf of the Company). The Executive’s
	obligations of confidentiality hereunder will survive termination
	 of his employment at the Company regardless of any actual or
	alleged breach by the Company of this Agreement, until and unless
	 any such Confidential Information becomes, through no fault of
	the Executive, generally known to the public or the Executive is
	required by law to make disclosure (after giving the Company
	notice and an opportunity to contest such requirement). The
	Executive’s obligations under this Section 9 are in
	addition to, and not in limitation or preemption of, all other
	obligations of confidentiality which the Executive may have to
	the Company under general legal or equitable principles.
	 
	 	     
	(b)  No Hire Agreement. For a period of two years
	from the Termination Date, the Executive will not directly or
	indirectly induce or attempt to induce any employee of the
	Company to leave the employment of the Company or to accept any
	other employment or position unless (in each case prior to such
	inducement or attempted inducement) such employee has been
	terminated as an employee of the Company by the Company.
	 
	 	     
	(c)  Specific Performance. The Executive acknowledges
	 that a violation of any of the provisions of this Section 9
	 could cause irreparable harm to the Company, and that the
	Company’s remedy at law for any such violation could be
	inadequate.




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Accordingly, in addition to any other relief afforded by law or
this Agreement, including damages sustained by a breach of this
Agreement, and without any necessity or proof of actual damages,
the Company will have the right to enforce this Agreement by
specific remedies, which will include, among other things,
temporary and permanent injunctions, it being the understanding
of the parties hereto that damages, the forfeitures described
above and injunctions are proper modes of relief and are not to
be considered as alternative remedies.


     
10.  Entire Agreement.  This Agreement
supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the subject
matter hereof and contains all of the covenants and agreements
between the parties with respect to such subject matter. Each
party to this Agreement acknowledges that, except as aforesaid,
no representations, inducements, promises or other agreements,
orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, pertaining to the subject matter
hereof, which are not embodied herein, and that no other
agreement, statement, or promise pertaining to the subject matter
 hereof that is not contained in this Agreement will be valid or
binding on either party.


     
11.  Withholding of Taxes.  The Company may
withhold from any amounts payable under this Agreement all
federal, state or other taxes as the Company is required to
withhold pursuant to any law or government regulation or ruling.


     
12.  Successors and Binding Agreement.  This
Agreement will be binding upon and inure to the benefit of and be
 enforceable by (i) the Company and any successor to the
Company (including a successor to the Company in a Change of
Control transaction), including without limitation any persons
acquiring directly or indirectly all or substantially all of the
business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor
will thereafter be deemed the “Company” for the
purposes of this Agreement), but will not otherwise be
assignable, transferable or delegable by the Company and
(ii) the Executive’s personal or legal representatives,
 executors, administrators, successors, heirs, distributees and
legatees. This Agreement is personal in nature and neither of the
 parties hereto may, without the consent of the other, assign,
transfer or delegate this Agreement or any rights or obligations
hereunder except as expressly provided herein. Without limiting
the generality or effect of the foregoing, the Executive’s
right to receive payments hereunder will not be assignable,
transferable or delegable, whether by pledge, creation of a
security interest, or otherwise, other than by a transfer by
Executive’s will or by the laws of descent and distribution
and, in the event of any attempted assignment or transfer
contrary to this Section 12, the Company will have no
liability to pay any amount so attempted to be assigned,
transferred or delegated.


     
13.  Notices.  For all purposes of this
Agreement, all communications, including without limitation
notices, consents, requests or approvals, required or permitted
to be given hereunder will be in writing and will be deemed to
have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof
confirmed), or five business days after having been mailed by
United States registered or


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certified mail, return receipt requested, postage prepaid, or
three business days after having been sent by a nationally
recognized overnight courier service such as Federal Express or
UPS, addressed to the Company (to the attention of the Chairman
of the Board of the Company) at its principal executive office
and to the Executive at his principal residence, or to such other
 address as any party may have furnished to the other in writing
and in accordance herewith, except that notices of changes of
address shall be effective only upon receipt.


     
14.  Governing Law.  The validity,
interpretation, construction and performance of this Agreement
will be governed by and construed in accordance with the
substantive laws of the State of Texas, without giving effect to
the principles of conflict of laws of such State.


     
15.  Validity.  If any provision of this
Agreement or the application of any provision hereof to any
person or circumstances is held invalid, unenforceable or
otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or
circumstances will not be affected, and the provision so held to
be invalid, unenforceable or otherwise illegal will be reformed
to the extent (and only to the extent) necessary to make it
enforceable, valid or legal.


     
16.  Survival of Provisions.  Notwithstanding
any other provision of this Agreement, the parties’
respective rights and obligations under Sections 8
and 9 will survive any termination or expiration of this
Agreement or the termination of the Executive’s employment
for any reason whatsoever.


     
17.  Miscellaneous.  No provision of this
Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed
by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to
be performed by such other party will be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. Unless otherwise noted, references
to “Sections” are to sections of this Agreement. The
captions used in this Agreement are designed for convenient
reference only and are not to be used for the purpose of
interpreting any provision of this Agreement.


     
18.  Additional Considerations.  In connection
with the annual review of the Executive’s base salary, bonus
 and other compensation under this Agreement, the Compensation
Committee may consider without limitation the compensation of
executive officers at similarly situated companies performing
comparable functions as the Executive.


     
19.  Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will
constitute one and the same agreement.


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IN WITNESS WHEREOF, the parties hereof have executed this
Agreement as of the day and year first written above.



		
	 	
	BRISTOL HOTELS & RESORTS





			
	 	By: 	
	/s/ J. Peter Kline



		
	 	
	

	 	
	J. Peter Kline,
	 	
	Chief Executive Officer
	 
	 	
	EXECUTIVE





			
	 	By: 	
	/s/ Jeffrey P. Mayer



		
	 	
	

	 	
	Jeffrey P. Mayer




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