Exhibit 4(c)(iii)
 UK Employment Agreement




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CONTENTS
 1.
    
    Appointment
    
    
    42.
    
    Duties and Powers
    
    
    53.
    
    Mobility
    
    
    54.
    
    Remuneration
    
    
    65.
    
    Short Term Incentive Schemes
    
    
    66.
    
    Long Term Incentive and Share Schemes
    
    
    67.
    
    Expenses and Gratuities
    
    
    68.
    
    Professional Subscriptions
    
    
    79.
    
    Company Car
    
    
    710.
    
    Holidays
    
    
    711.
    
    Sickness and Incapacity
    
    
    812.
    
    Notification of absence
    
    
    813.
    
    Pension
    
    
    914.
    
    Private Medical Insurance
    
    
    915.
    
    Location / Assignment Specific Benefits
    
    
    916.
    
    Exclusive Service
    
    
    917.
    
    Inventions, Designs, Copyright and other Intellectual Property
    
    
    1018.
    
    Confidentiality
    
    
    1219.
    
    Restrictive Covenants
    
    
    1220.
    
    Notification of Restrictions
    
    
    1221.
    
    Directorships
    
    
    1322.
    
    Garden Leave
    
    
    1323.
    
    Termination
    
    
    1524.
    
    Return of Property
    
    
    1725.
    
    Disciplinary and Grievance Procedure
    
    
    1726.
    
    Data Protection
    
    
    1727.
    
    Notices
    
    
    17
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28.
    
    Assignment
    
    
    1729.
    
    Third Party Rights
    
    
    1830.
    
    Law and jurisdiction
    
    
    1831.
    
    Prior Agreements and other employment-related conditions
    
    
    1832.
    
    Collective Agreements
    
    
    1833.
    
    Severability
    
    
    1834.
    
    Interpretation
    
    
    19Schedule 1
    
    
    21
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THIS AGREEMENTis dated 16 MARCH 2011and made
 BETWEEN:
 (1)
    
    Six Continents Limited (the Company), registered in England and Wales as company number
913450 and having its registered office at Broadwater Park Denham, Buckinghamshire UB9 5HR;
and(2)
    
    Mr. Richard Solomons (the Executive), of [address].
 THE PARTIES AGREE THAT:
 1.
    
    Appointment1.1
    
    The Company employs the Executive and the Executive agrees to serve the Company and any other
Group Company or Group Companies as required by the Board or any person authorised by the
Board for the purpose, in the capacity of Chief Executive Officer. The Executives reward
band is 1.1.2
    
    This Agreement commences on 1 July 2011 and shall continue (subject to termination as
provided for below) unless and until terminated by either party giving to the other not less
than the following notice period in writing, expiring at any time:
 a)
    
    notice period from the Company to the Executive: 52 weeks;b)
    
    notice period from the Executive to the Company: 26 weeks.
 1.3
    
    The Executives period of continuous employment with the Group commenced on 29 June 1992.1.4
    
    The Executive warrants that:
 1.4.1
    
    the Executive is not prevented from performing the Executives duties in
accordance with the terms of this agreement by any obligation or duty owed to any other
party, whether contractual or otherwise; and1.4.2
    
    the Executive is not and has not been subject to any prohibition, censure,
criticism or disciplinary sanction by any professional, regulatory or other body or
authority which would prevent the Executive from performing any duties under this
agreement.
 1.5
    
    Employment is conditional upon satisfaction of the following conditions, if required by the
Company:
 (a)
    
    the Executive undergoing a medical examination with a medical practitioner
nominated by the Company, the results of which are satisfactory to the Company; and(b)
    
    the Executive providing to the Company copies or other verification of all
academic, professional or other business qualifications notified to the Company.
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2.
    
    Duties and Powers2.1
    
    The Executive shall exercise such powers, perform such duties (if any) and comply with such
reasonable and lawful directions in relation to the business of the Company or any other Group
Company as the Board or any person authorised by the Board may, from time to time, confer upon
or assign or give to him.2.2
    
    The Executive shall, during the continuance of this Agreement (unless prevented by ill health
or accident or as otherwise agreed by the Board in writing), devote substantially the whole of
the Executives working time and attention and abilities to the Business and shall use the
Executives reasonable endeavours to promote and protect the general interests and welfare of
the Company, the Group and any other Group Company to which the Executive may, from time to
time, render the Executives services under this Agreement.2.3
    
    The Executive shall work normal business hours which are 35 hours per week and such
additional hours as may be necessary in the performance of the Executives obligations under
this Agreement. The nature of the Executives job is such that the Executive is largely able
to prioritise tasks, determine the time and effort the Executive devotes to those tasks and
when the Executive does them. To the extent the Executive therefore determines the
Executives working hours outside normal business hours, the additional hours will not count
as working time towards the weekly working time limit of 48 hours on average. No overtime will
be paid with respect to any hours worked by the Executive outside normal business hours.2.5
    
    The Executive will, as soon as reasonably practicable disclose to the Board full details of
any wrongdoing by any employee or officer of any Group Company (including the Executive) where
that wrongdoing is material to that employees employment by the relevant company or to the
interests or reputation of any Group Company.3.
    
    Mobility3.1
    
    The Executives principal place of work is Broadwater Park Denham, Buckinghamshire, UB9 5HR.
The Executives principal place of work may be in such place or places within the United
Kingdom as the Company shall reasonably require. Should the Company wish the Executive to
relocate outside of the UK such relocation shall be the subject of agreement between the
Company and the Executive.3.2
    
    The Executive may be required to travel both inside and outside the United Kingdom on the
business of the Company or any Group Company in the proper performance of the Executives
duties from time to time.
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4.
    
    Remuneration4.1
    
    The Company shall pay to the Executive a salary at the annual rate of GBP £700,000.Such
salary shall be payable not less frequently than every month on a date which will be no later
than the last day of the month and shall be deemed to accrue from day to day. Such salary
shall include any directors fees payable to the Executive. The Company shall be entitled to
procure payment of the salary for administrative reasons by another Group Company.4.2
    
    The salary payable to the Executive pursuant to clause 4.1 shall be subject to review in
accordance with the Companys practice from time to time but there shall be no obligation on
the Company to increase such salary.4.3
    
    The Company shall be entitled at any time to deduct from the Executives remuneration (which
includes salary, salary supplement, any bonus, holiday or other pay) any sums owing to it or
to any other Group Company (including but not limited to any advance of a cash float to cover
business expenses, any advance of pay, holiday pay relating to holiday taken in excess of
entitlement) by the Executive to which deduction the Executive expressly hereby consents.5.
    
    Short Term Incentive Schemes5.1
    
    The Executive will be invited to participate in the Companys or any Group Company (as
appropriate) discretionary incentive scheme or schemes, subject to the rules of such relevant
scheme(s). Details of the current applicable scheme(s) will be provided to the Executive.
Awards are determined in accordance with the rules of the applicable scheme.5.2
    
    Subject to the Companys obligations in 5.1, the Company reserves the right, in its absolute
discretion, to vary the terms and/or any targets and/or level of bonus opportunity and/or
bonus payable, under any incentive scheme from time to time in operation. Any bonus paid is
not pensionable and is subject to deductions for tax and social security contributions.6.
    
    Long Term Incentive and Share Schemes6.1
    
    The Executive will be invited to participate in such long term incentive schemes including
share option or other share ownership schemes as the Company or the Group may operate from
time to time and which are applicable to employees in the Executives reward band, subject to
the rules of the relevant scheme(s). Details of any current applicable scheme(s) will be
provided to the Executive. Awards are determined in accordance with the rules of the
applicable scheme.6.2
    
    Subject to the Companys obligations in 6.1, the Company reserves the right, in its absolute
discretion, to vary the terms of any such scheme or to withdraw any such scheme without
providing replacement. Any payment made under this clause is not pensionable and is subject to
deductions for tax and social security contributions.7.
    
    Expenses and Gratuities7.1
    
    In accordance with Company policy the Company shall pay or refund to the Executive all
reasonable travelling, entertainment and other similar out of pocket expenses properly and
wholly incurred by the Executive in the proper performance of the Executives duties subject
to production by the Executive of such evidence of such expenses as the Company may require.
If the Executive is provided with a company credit card or charge
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card, the Executive shall use it only for such expenses as the Executive is entitled under
this sub-clause to have reimbursed by the Company.
 7.2
    
    The Executive shall at all times comply with Company policies in force from time to time
regarding acceptance of gifts, gratuities and/or benefits.8.
    
    Professional Subscriptions8.1
    
    In accordance with and subject to Company policy, and upon prior approval, the Company shall
pay for up to two subscriptions to recognised professional bodies where membership of such
professional body is directly related to and required in relation to the Executives job from
time to time or the Executives normal professional skill.9.
    
    Company Car9.1
    
    In accordance with and subject to the rules of the Company Car policy for employees in the
reward band which applies to the Executive, the Company shall, at its option, either:
   9.2
    
    A copy of the relevant car policy shall be provided to the Executive and the Executive is
required to comply with its rules from time to time. The Company reserves the right, in its
reasonable discretion, to vary the rules and/or standard of car and/or level of car allowance
available to employees in the Executive reward band which applies to the Executive.10.
    
    Holidays10.1
    
    The Companys holiday year is 1 January to 31 December (the Holiday Year).10.2
    
    In addition to public holidays, the Executive shall be entitled to paid holiday in each
Holiday Year in accordance with the stated policy for the Executives reward band in the
principal place of work, to be taken at times to be agreed with the Company in advance.
Subject to clause 10.3, no payment will be made for holidays not taken in the Holiday Year in
which they arise although the Executive may carry forward any unused holiday from one Holiday
Year to the next, subject to a maximum of 5 days to be carried forward into the following
Holiday Year.10.3
    
    Upon termination of this Agreement the Executive shall be entitled to payment in lieu of any
untaken outstanding holiday entitlement in the Holiday Year during which the Executives
employment terminates, which entitlement shall accrue on a pro-rata monthly basis.10.4
    
    Upon termination of the Executives employment under this Agreement, the Company shall be
entitled to deduct from any sum owed by the Company to the Executive a sum representing
overpayment of salary with respect to holiday which the Executive has taken in excess of the
Executives accrued holiday entitlement calculated on a pro-rata monthly basis as at the date
of the termination of the Executives employment and the Executive
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hereby authorises the Company to make such deduction.
 10.5
    
    The Company shall be entitled to require the Executive to take all or any part of any accrued
untaken holiday entitlement during the period of notice to terminate the Executives
employment (including, for the avoidance of doubt, during any period of garden leave pursuant
to clause 22).11.
    
    Sickness and Incapacity11.1
    
    When the Executive is absent from work and unable to perform the Executives duties under
this Agreement satisfactorily by reason of any injury, illness or other incapacity and subject
to compliance with clause 12, the Executive shall be entitled to receive the Executives full
salary and other contractual benefits for up to the first 26 weeks of any such absence and
thereafter the Executive shall receive half the Executives salary.11.2
    
    Any salary payable pursuant to this clause shall be inclusive of the amount of any benefit or
statutory sick pay to which the Executive may be entitled during the period of such inability
under any Social Security scheme or statutory sick pay scheme for the time being in force.11.3
    
    The Company may submit the Executive to a medical examination by a doctor appointed by the
Company, at the expense of the Company, at any time during the continuance of this Agreement,
whether or not the Executive is absent by reason of sickness, injury or other incapacity. The
Executive consents to the Companys Chairman or General Counsel, from time to time, obtaining
a copy of the Executives medical records from the Executives GP or Consultant in
circumstances where the Company deems such a step to be required. The Executive further agrees
that the Executive shall authorise the medical practitioner and the Companys Chairman or
General Counsel to discuss further any matters arising from such medical report, diagnosis or
prognosis to the extent relevant to the Executives employment or the performance of the
Executives duties and the Company shall disclose the content of all such communications to
the Executive.11.4
    
    If the Executive is absent from work by reason of injuries sustained wholly or partly as a
result of actionable negligence, nuisance or breach of any statutory duty on the part of any
third party other than the Company or any Group Company, the Executive shall promptly inform
the Executives line manager of that fact and the Company in its discretion may require the
Executive to take all reasonable steps to recover from such third party or its insurers
compensation including sums paid to the Executive by the Company under this clause in respect
of such absence. Any such sums (which are paid to the Executive by the Company on that basis)
shall in turn be repaid by the Executive if and to the extent that the Executive recovers
compensation for loss of earnings from that third party or its insurers by legal action or
otherwise less any reasonable costs incurred in recovering any such compensation.12.
    
    Notification of Absence12.1
    
    If the Executive is unable to come to work for any reason and the Executives absence has not
previously been authorised by the Company, the Executive must notify the Company as soon as
practicable and in accordance with the stated policy for the Executives reward band in the
principal place of work.
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13.
    
    Pension13.1
    
    The Company operates various pension schemes. The Executive may be a member of the
applicable pension scheme as determined by the Executives start date with the Company and the
Executives reward band (the Scheme) at the applicable level and subject to the terms of the
trust deed and rules governing the Scheme from time to time, including, without limitation,
any powers of alteration and discontinuance. The Executives membership of the Scheme shall
be in substitution for, and shall operate to the exclusion of, any agreement or representation
whether written or oral in relation to pension entitlement made with or to the Executive by
any person on behalf of the Company or any Group Company at any time prior to the date of this
Agreement.14.
    
    Private Medical Insurance14.1
    
    The Executive, the Executives spouse and any dependent unmarried children under age 21 (or
25 if in full time education), as the case may be, will to the extent eligible (as determined
by the Executives reward band and any applicable scheme rules), be entitled to participate in
and receive benefits under the private medical insurance plan made available by the Company
(and any other schemes which the Company may provide from time to time) subject to the rules
or insurance policies constituting such schemes from time to time.14.2
    
    A copy of the relevant private medical insurance plan shall be provided to the Executive and
the Executive is required to comply with its rules from time to time. The Company reserves
the right, in exercising its discretion reasonably, to vary the plan including, without
limitation, withdrawal or suspension.14.3
    
    In the event that the Executive claims under any insurance scheme referred to in sub-clause
14.1 and such claim is rejected by the insurer, the Company shall not be obliged to issue
proceedings in relation to such claim.15.
    
    Location / Assignment Specific Benefits15.1
    
    In the event that any special terms apply to the Executive, these are as set out in the
Executives Offer Letter.16.
    
    Exclusive Service16.1
    
    The Executive will devote substantially the whole of the Executives working time, attention
and skill to the Employment. It is envisaged that the Executive may take up an external
non-executive directorship during the Employment, such position to be subject to Board
approval.16.2
    
    At the request of the Company, the Executive will disclose promptly in writing to the Company
all the Executives outside business interests (for example, office holdings or
directorships).16.3
    
    Without prejudice to clause 16.1 above, and subject to clause 16.4 below, during the
Employment the Executive will not be directly or indirectly engaged or concerned in the
conduct of any activity which is similar to or competes with any activity carried on by any
Group Company (except as a representative of the Company or with the written consent of the
Board) nor make preparations to be engaged or interested either directly or indirectly in any
business or occupation which is similar to or competes with any activity carried on by any
Group Company.
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16.4
    
    The Executive may not without written consent of the Board hold or be interested in
investments which amount to more than five percent of the issued investments of any class of
any one company whether or not those investments are listed or quoted on any recognised Stock
Exchange or dealt in on the Alternative Investments Market.17.
    
    Inventions, Designs, Copyright and other Intellectual Property17.1
    
    The Executive acknowledges that:
 (i)
    
    the Executive may make Inventions in the course of the Employment, whether in
the Executives normal or other specifically assigned duties; and(ii)
    
    the Executive has a special obligation to further the interests of the Group as
a whole and of each Group Company.
 17.2
    
    If the Executive makes or is involved in making an Invention during the Employment, the
Executive will promptly inform the Company. The Executive will give the Company sufficient
details of any Invention to allow the Company to assess the Invention and to decide whether
the Invention belongs to the Company. The Company will treat any Invention which is notified
to it under this clause 17, but which does not belong to the Company, as confidential.
 Invention
 17.3
    
    If an Invention belongs to the Company, the Executive will act as a trustee for the Company
in relation to that Invention and will, at the request and expense of the Company, do
everything necessary to:
 (i)
    
    vest all right, title and interest in the Invention in the Company or its
nominee;(ii)
    
    secure full patent or other appropriate protection for the Invention anywhere
in the world; and(iii)
    
    defend the Companys or its nominees rights in the Invention and assist with
enforcement anywhere in the world.
 17.4
    
    If the Executive creates or is involved in creating any Work during the Employment, the
Executive will promptly give the Company full details of it.Work means any idea; method; discovery; computer programme; semiconductor chip layout;
database; drawing; literary work; product, packaging or other design; trade or service mark;
logo; domain name or other work (whether registrable or not and whether a copyright
work or not) which is not an Invention and which the Executive creates or is involved
in creating:
 (i)
    
    in connection with the Executives Employment; or(ii)
    
    relating to or capable of being used in those aspects of the businesses of the
Group Companies in which the Executive is involved from time to time.
 17.5
    
    The Executive will, at the request and expense of the Company, do everything necessary to:
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(i)
    
    assign to the Company to the extent allowed by law, or will assign, all the
Executives right, title and interest in any current or future Work (whether now
existing or brought into being in the future);(ii)
    
    act as a trustee for the Company in relation to all such Works; and(iii)
 (a)
    
    vest all right, title and interest in any Work in the Company or
its nominee;(b)
    
    secure full registered or unregistered protection for any Work
anywhere in the world; and(c)
    
    defend the Companys or its nominees rights in any Work and
assist with enforcement anywhere in the world.
 17.6
    
    If the Executive generates any Information or is involved in generating any Information
during the Employment the Executive will promptly give to the Company full details of it and
the Executive acknowledges that such Information belongs to the Company.Information means any idea, method or information, which is not an Invention or Work,
generated by the Executive either:
 (i)
    
    in the course of the Executives Employment; or(ii)
    
    outside the course of the Executives Employment but relating to the business,
finance or affairs of any Group Company.
 17.7
    
    If the Executive becomes aware of any infringement or suspected infringement of any
intellectual property right in any Invention, Work or Information the Executive will promptly
notify the Company in writing.17.8
    
    The Executive will not copy, disclose or make use of any Invention, Work or Information
without the Companys prior written consent except to comply with this clause 17 or as
necessary for the proper performance of the Executives duties.17.9
    
    The Executive acknowledges that for the purpose of the Copyright and Rights in Databases
Regulations 1997 (as from time to time amended, extended or re-enacted) the Company shall be
treated as the maker of any such databases, where such database is created by the Executive
during the Employment.17.10
    
    So far as permitted by law the Executive irrevocably waives any rights the Executive may
have under Chapter IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents Act 1988
and any foreign corresponding rights in respect of all Works.17.11
    
    Rights and obligations under this clause 17 will continue after the termination of this
Agreement in respect of all Inventions, Works and Information made or obtained during the
Employment and will be binding on the personal representatives of the Executive.17.12
    
    The Executive agrees that the Executive will not by the Executives acts or omissions do
anything which would or might prejudice the rights of any Group Company under this clause 17.17.13
    
    Except as necessary or desirable in the performance of the Executives duties, the Executive
will not make copies of any computer files belonging to any Group Company or
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their service providers and will not introduce any of the Executives own computer files
into any computer used by any Group Company.
 18.
    
    Confidentiality18.1
    
    As Confidential Information will from time to time become known to the Executive, the Company
considers and the Executive acknowledges that the following restraints are necessary for the
reasonable protection by the Company of its business or the business of the Group, the
customers and trade connections thereof or their respective affairs.18.2
    
    The Executive shall not at any time, either during the continuance of or for a period of five
years after the termination of the Executives employment with the Company, use, disclose or
communicate to any person whatsoever any Confidential Information or any Trade Secrets of
which the Executive has or may have become possessed during the Executives employment with
the Company or supply the names or addresses of any clients, customers, suppliers or agents of
the Company or any Group Company to any person except in the proper course of the Business or
as authorised in writing by the Board or as ordered by a Court of competent jurisdiction or as
required to be disclosed by any law, regulation, governmental or other official body.18.3
    
    The Executive shall not at any time during the continuance of the Executives employment with
the Company make, otherwise than for the benefit of the Company or any Group Company, any
notes or memoranda relating to any matter within the scope of the Business or concerning any
of the dealings or affairs of the Company or any Group Company.18.4
    
    The Executive shall use the Executives best endeavours during the continuance of the
Employment to prevent the publication, disclosure or misuse of any Confidential Information
and shall not remove, nor authorise others to remove, from the premises of the Company or of
any Group Company any Confidential Information except to the extent strictly necessary for the
proper performance of the Executives or the other persons duties to the Company or any Group
Company.18.5
    
    The Executive shall promptly disclose to the Company full details of any knowledge or
suspicion the Executive has (whether during or after the Employment) of any actual, threatened
or pending publication, disclosure or misuse by any person (including the Executive) of any
Confidential Information and shall provide all reasonable assistance and co-operation (at the
Companys expense) as the Company may request in connection with any action or proceedings it
may take or contemplate in respect of any such publication, disclosure or misuse.18.6
    
    This clause 18 is without prejudice to the Executives equitable duty of confidence.18.7
    
    Nothing in this Agreement shall preclude the Executive from making a protected disclosure in
accordance with the provisions set out in the Employment Rights Act 1996 which should be made
in accordance with the Companys Disclosure Procedure.19.
    
    Restrictive Covenants19.1
    
    The provisions of Schedule 1 shall take effect as though part of this Agreement.20.
    
    Notification of Restrictions20.1
    
    The Executive agrees that, in the event of the Executive receiving from any person an
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21
    
    Directorships
 21.1
    
    The Executive shall accept appointment as a director of the Company and of any such Group
Company or other company as the Company may reasonably require in connection with the
Executives appointment under this Agreement and the Executive shall resign without claim for
compensation from office as a director of any such company (other than the Company or IHG) at
any time on request by the Company, which resignation shall not affect the continuance in any
way of this Agreement. The Executive shall immediately account to the Company for any
directors fees or other emoluments, remuneration or payments either receivable or received by
the Executive by virtue of the Executives holding office as such director (or waive any right
to the same if so required by the Company).21.2
    
    Upon the termination of the Executives employment with the Company however arising and for
whatsoever reason the Executive shall, upon the request of the Board, resign without claim for
compensation (but without prejudice to any claim the Executive may have for damages for breach
of this Agreement) from:
 (a)
    
    office as a director of the Company or of any Group Company or of any other
company in which the Executive holds a directorship at the Companys request; and(b)
    
    from all offices held by the Executive in any or all of such companies; and(c)
    
    all trusteeships held by the Executive of any pension scheme or other trusts
established by the Company, any Group Company or any other company with whom the
Executive has had dealings as a consequence of the Executives employment by the
Company.
 21.3
    
    Should the Executive fail to resign from office as a director or from any other office or
trusteeship in accordance with clauses 21.1 or 21.2, either during the Executives
employment, when so requested by the Company, or on its termination, the Company is hereby
irrevocably authorised to appoint a person in the Executives name and on the Executives
behalf to execute any documents and to do all things required to give effect to the
resignation.21.4
    
    Save with the prior agreement in writing of the Company, the Executive shall not, during the
continuance of this Agreement, resign from any office as a director of the Company, any Group
Company or of any other company in which the Executive holds a directorship at the Companys
request or do anything that would cause the Executive to be disqualified from continuing to
act as a director.22
    
    Garden Leave22.1
    
    At any time after the Executive gives notice to terminate the Employment, the Employer gives
notice to terminate the Employment as a result of the Executives breach of contract or gross
misconduct, or if the Executive resigns without giving due notice and the Company does not
accept the Executives resignation, the Company may, at its absolute
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discretion, require the Executive to take a period of absence called garden leave (the
Garden Leave Period). The Garden Leave Period will be no longer than the applicable notice
period.
 22.2
    
    The Company may require that the Executive will not, without prior written consent of the
Board, during the Garden Leave Period:
 22.2.1
    
    enter or attend the premises of the Company or any other Group Company; or22.2.2
    
    contact or have any communication with any customer or client of the Company or any
other Group Company in relation to the business of the Company or any other Group
Company (other than purely social contact); or22.2.3
    
    contact or have any communication with any employee, officer, director, agent or
consultant of the Company or any other Group Company in relation to the business of the
Company or any other Group Company (other than purely social contact); or22.2.4
    
    remain or become involved in any aspect of the business of the Company or any other
Group Company except as required by such companies.
 22.3
    
    During the Garden Leave period the Company may require the Executive:
 22.3.1
    
    to comply with the provisions of clause 24, save that the Executive will not be
required to return the Executives Company car; and22.3.2
    
    to immediately resign from any directorship, trusteeships or other offices which the
Executive holds in the Company, any other Group Company or any other company where such
directorship or other office is held as a consequence or requirement of the Employment,
unless the Executive is required to perform duties to which any such directorship,
trusteeship or other office relates in which case the Executive may retain such
directorships, trusteeships or other offices while those duties are ongoing. The
Executive hereby irrevocably appoints the Company to be the Executives attorney to
execute any instrument and do anything in the Executives name and on behalf of the
Executive to effect the Executives resignation if the Executive fails to do so in
accordance with this clause 22.3.2.
 22.4
    
    During the Garden Leave Period, the Executive will be entitled to receive the Executives
salary and all benefits in accordance with the terms of this Agreement.22.5
    
    At the end of the Garden Leave Period, the Company may, at its sole and absolute discretion,
pay the Executive salary in lieu of the balance of any period of notice (less any deductions
the Company is required by law to make).22.6
    
    During the Garden Leave Period:
 22.6.1
    
    the Executive shall provide such assistance as the Company or any Group Company may
require to effect an orderly handover of the Executives responsibilities to any
individual or individuals appointed by the Company or any Group Company to take over
the Executives role or responsibilities;22.6.2
    
    the Executive shall be available to deal with requests for information, provide
assistance, be available for meetings and to advise on matters relating to work
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(unless the Company has agreed that the Executive may be unavailable for a period);
and
 22.6.3
    
    the Company may appoint another person to carry out the Executives duties in
substitution for the Executive.
 22.7
    
    All duties of the Employment (whether express or implied), shall continue throughout the
Garden Leave Period (in particular the duty of fidelity) save as expressly varied by this
clause 22. The Executive agrees that the exercise by the Company of its rights pursuant to
this clause 22 shall not entitle the Executive to claim that the Executive has been
constructively dismissed.23
    
    Termination23.1
    
    This Agreement and the Executives employment with the Company hereunder may be terminated
immediately by the Company without prior notice if the Executive at any time:
 (a)
    
    commits any act of gross misconduct or other repudiatory breach of contract; or(b)
    
    without reasonable excuse and with prior written warning, repeats or continues
any gross misconduct in the discharge of the Executives duties or other breach of
contract (not falling within 23.1(a) above); or(c)
    
    has a bankruptcy order made against the Executive or if the Executive makes any
arrangement or composition with the Executives creditors or has an interim order made
against the Executive pursuant to Section 252 of the Insolvency Act 1986; or(d)
    
    is convicted of any criminal offence other than an offence which, in the
reasonable opinion of the Board, does not affect the Executives position as an
employee of the Company (bearing in mind the nature of the duties in which the
Executive is engaged and the capacity in which the Executive is employed); or(e)
    
    by the Executives actions or omissions, brings the name or reputation of the
Company or any Group Company into serious disrepute or prejudices the interests of the
business of the Company or any other Group Company.
 Any delay by the Company in exercising such right to termination shall not constitute a
waiver thereof.23.2
    
    In the event of termination pursuant to clause 23.1, the Company shall not be obliged to make
any further payment to the Executive beyond the amount of any remuneration and payment in lieu
of outstanding untaken holiday entitlement actually accrued up to and including the date of
such termination and the Company shall be entitled to deduct from such remuneration any sums
owing to it or to any other Group Company (including but not limited to any advance of a cash
float to cover business expenses, any advance of pay, holiday pay relating to holiday taken in
excess of accrued entitlement) by the Executive to which deduction the Executive expressly
hereby consents.23.3
    
    In the event of the termination of the Employment of the Executive for whatever reason and
whether by notice or in any other manner whatsoever, the Executive agrees that the Executive
will not at any time after such termination represent the Executive as still having any
connection with the Company or any Group Company save as a former employee for the purpose of
communicating with prospective employers or complying with any applicable statutory
requirements.
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23.4
    
    In the event that the Executive is incapacitated by ill health, accident or any other
incapacity from performing the Executives duties under this Agreement for a period of 39
weeks or more (whether consecutive or not) in any continuous period of 2 years, then the
Company may terminate this Agreement by giving to the Executive six months notice, in writing
expiring at any time (whether or not the Executive remains incapacitated from performing the
Executives duties under this Agreement) provided always that the Executive shall receive all
benefits lawfully due to the Executive under this Agreement calculated up to the effective
date of termination of employment and, subject to the Company being satisfied by medical
opinion, that the provisions for early retirement due to ill health contained in the
InterContinental Hotels Group Executive Pension Plan (the Plan) shall apply (for so long as
such provisions remain within the Plan or the Plan remains in existence).23.5
    
    As an alternative to serving notice pursuant to clause 1.2 or 23.4 (and subject to the early
retirement condition at 23.4) and without prejudice to the provisions of clauses 23.1 and
23.2, the Company may, make a payment to the Executive in lieu of notice equal to the basic
salary to which the Executive would have been entitled during the period of notice at the rate
applying at the date of termination (less deductions for income tax and national insurance
contributions and any other deductions the Company is required by law to make). Where the
Company uses such discretion, this agreement will terminate upon payment to the Executive of
such sum.23.6
    
    Once notice has been given, either by the Company or the Executive pursuant to clause 1.2 or
23.4, the Company may, in its absolute discretion, at any time during such notice make a
payment in lieu of any unexpired period of notice equal to the basic salary to which the
Executive would have been entitled during the period of notice at the rate applying at the
date of termination (less deductions for income tax and national insurance contributions and
any other deductions the Company is required by law to make) and the Agreement will terminate
immediately thereafter.23.7
    
    In the event of termination of the Agreement, all or any payments under any applicable
incentive schemes will be calculated and payable in accordance with the rules of the
respective schemes.
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24
    
    Return of Property24.1
    
    Immediately on request following notice of termination being served by either the Company or
the Executive and in any event upon the termination of the Executives employment with the
Company for whatsoever cause, the Executive shall immediately deliver up to the Company or its
authorised representative any property of the Company or any other Group Company which may be
in the Executives possession, custody or under the Executives control, including, without
limitation, the car, the car keys, laptop, mobile telephone, electronic organiser, wireless
devices, minutes, memoranda, correspondence, notes, records, reports, sketches, plans or other
documents or writing (which shall include information recorded or stored in writing or on
magnetic tape or disk or otherwise recorded or stored for reproduction whether by mechanical
or electronic means and whether or not such reproduction will result in a permanent record
being made) and any copies thereof, whether or not the property was originally supplied to the
Executive by the Company or any other Group Company.24.2
    
    If so requested, the Executive shall provide to the Company a signed statement confirming
that the Executive has fully complied with clause 24.1.25
    
    Disciplinary and Grievance Procedure25.1
    
    The Executives employment is subject to the disciplinary and grievance rules and procedures
of the Company from time to time. The Companys disciplinary and grievance procedures do not
form part of the Executives contractual terms and conditions of employment.26
    
    Data Protection26.1
    
    The Executive consents to the Company and any other Group Company holding and processing,
both electronically and manually, the data it collects in relation to the Executive, in the
course of the Executives employment, for the purposes of the Companys administration and
management of its employees and its business and for compliance with applicable procedures,
laws and regulations and to the transfer, storage and processing by the Company or any other
agent of such data outside the European Economic Area, in particular to and in the United
States and any other country in which the Company or any other Group Company has offices.27
    
    Notices27.1
    
    Any notice to be given under this Agreement shall be given in writing and may be sent,
addressed in the case of the Company to its registered office for the time being and in the
case of the Executive to the Executive at the Executives last known place of residence or
given personally and any notice sent by post shall be deemed to have been served at the
expiration of 48 hours after the same was posted.28
    
    Assignment28.1
    
    The benefit of each agreement and obligation of the Executive under this Agreement may be
assigned to and enforced by all successors or assigns for the time being carrying on the
Business and such agreements and obligations shall operate and remain binding notwithstanding
the termination of the employment of the Executive.
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29
    
    Third Party RightsTo the extent permitted by law, no person other than the parties to this agreement and any
Group Company shall have the right to enforce any term of this agreement under the Contracts
(Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expressly provided
in this clause the application of the Contracts (Rights of Third Parties) Act 1999 is
specifically excluded from this agreement, although this does not affect any other right or
remedy of any third party which exists or is available other than under this Act.30
    
    Law and Jurisdiction30.1
    
    English lawThis Agreement shall be governed by, and construed in accordance with, English law.30.2
    
    JurisdictionIn relation to any legal action or proceedings arising out of or in connection with
this Agreement (Proceedings), each of the parties irrevocably submits to the exclusive
jurisdiction of the English courts and waives any objection to Proceedings in such courts on
the grounds of venue or on the grounds that Proceedings have been brought in an
inappropriate forum.31
    
    Prior Agreements and other employment-related conditions31.1
    
    Without prejudice to the terms of the Offer Letter, such terms being incorporated by
reference herein, this Agreement shall be in substitution for any other subsisting offer
letter, agreement, service agreement or contract of employment or any amendments thereto (oral
or otherwise) made between the Company and the Executive or between any other Group Company
and the Executive and where any inconsistency exists between this Agreement and the Offer
Letter, the terms of the Offer Letter shall prevail.31.2
    
    The Executives employment is subject to the Companys non-contractual rules, policies and
procedures which apply for the Executives location. If there is any conflict between the
non-contractual rules, policies and procedures from time to time and the Executives
contractual terms and conditions, the contractual terms and conditions shall prevail.31.3
    
    The Executive warrants and agrees that the Executive is not entering into this Agreement in
reliance on any representation not expressly set out in this Agreement.32
    
    Collective Agreements32.1
    
    There are no collective agreements currently in force which affect directly or indirectly the
terms and conditions of the Executives employment.33
    
    Severability33.1
    
    If any provision of this Agreement or of a clause hereof, or of any part of Schedule 1 is
determined to be illegal or unenforceable by any court of law or any competent governmental or
other authority, but would be valid if part of their wording were deleted, such clause shall
be severable and enforceable and will apply with such deletion as may be necessary to make it
valid or effective. The parties shall negotiate in good faith to
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.
 34
    
    Interpretation34.1
    
    In this Agreement:Affiliate means, in respect of any company, a company which is its subsidiary,
subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary
undertaking of that holding company.the Board means the Board of Directors of IHG or the Directors present at a duly
convened meeting of the Directors at which a quorum is present and acting throughout or a
duly authorised committee of the Board.the Business means (taken together) the business of IHG and the business of any
other Group Company with which the Executive is required by the Board under clause 2 to be
concerned.Confidential Information means confidential information (which may include
commercially sensitive information) relating to the business of the Company or any Group
Company or any of their respective customers or their affairs and which includes but is not
limited to Trade Secrets, ideas, inventions, business methods, business practices and
processes, finances, prices, costs, financial marketing/development/ manpower plans,
strategy documents or intentions, products/product specifications, confidential
emails/letters/memos, marketing and promotion of products, packages or offers, names and
addresses and other details of suppliers, customers, agents of the Company or any Group
Company, computer systems and software, information relating to employees, know-how or other
matters connected with the products or services manufactured, marketed, provided or obtained
by the Company or any Group Company or their respective customers.Employment means the employment governed by this Agreement;Group means the Company and any Affiliate of the Company and Group
Company shall be construed accordingly.IHG means InterContinental Hotels Group PLC.month means a calendar month.Offer Letter means the letter dated 16 March 2011 from Mr. David Webster setting
out the principal terms of the Employment Agreement.Trade Secrets means trade secrets, and information of such a highly confidential
nature as to require the same treatment as trade secrets, of IHG or any Group Company or any
supplier, customer, or agent of the Company or any Group Company.34.3
    
    In this Agreement, where the context admits:
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(a)
    
    words and phrases the definitions of which are contained or referred to in the
Companies Act 2006 shall be construed as having the meanings so attributed to them;(b)
    
    references to any statute or statutory provisions include a reference to those
provisions as amended or re-enacted or as their application is modified by other
provisions from time to time and any reference to a statutory provision shall include
any subordinate legislation made from time to time under that provision;(c)
    
    references to a person include any individual, company, body
corporate, corporation sole or aggregate, government, state or agency of a state, firm,
partnership, joint venture, association, organisation or trust (in each case, whether
or not having separate legal personality and irrespective of the jurisdiction in or
under the law of which it was incorporated or exists) and a reference to any of them
shall include a reference to the others;(d)
    
    any reference to writing shall include typewriting, printing,
lithography, photography, telex, facsimile and the printed out version of a
communication by electronic mail and other modes of representing or reproducing words
in a legible form;(e)
    
    words denoting the singular shall include the plural and vice versa;(f)
    
    the employment of the Executive are references to the employment by the
Company whether or not during the continuance of this Agreement; and(g)
    
    the masculine gender shall be deemed to include the feminine gender.
 34.4
    
    Headings are inserted for convenience only and shall not affect the construction of this
Agreement.
  SIGNED by
for and on behalf of
the Company
    
    )
)
)
    
    (-s- GEORGE ST. JOHN TURNER)
   SIGNED by the Executive
    
    
    )
    
    
    (-s- MR. RICHARD SOLOMONS)
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SCHEDULE 1
 1.
    
    1.1 In this Schedule 1 the expressions below have the meaning ascribed to them
respectively below:Competing Enterprise shall mean (a) any person, corporation, partnership, venture or
other entity (entity) which engages either (i) in the business of managing, franchising,
running, leasing, owning or joint venturing at least 50 hotels, or (ii) in the business of
any online booking agency in respect of hotel rooms (hotel booking) and in the case of (i)
and (ii) the entitys shares are publicly traded and such entity has a market capitalisation
of not less than one billion pounds sterling (for these purposes market capitalisation
shall be the aggregate market value of the ordinary shares of the entity) and (b) any
Competitor;Competitor shall mean any of the following companies and/or any of their holding companies
or subsidiaries from time to time (both as defined in the Companies Act 2006):
 (i)
    
    Accor SA(ii)
    
    Hilton Worldwide(iii)
    
    Starwood Hotels & Resorts Worldwide, Inc.(iv)
    
    Marriott International, Inc.(v)
    
    Global Hyatt Corporation(vi)
    
    Four Seasons Holdings, Inc.
 Garden Leave Period
 Key Person
 Relevant Period
 Restricted Activities
 Termination Date
  (i)
    
    become associated with or engage in any Restricted Activities whether as officer,
director, employee, principal, partner, agent, executive, independent contractor or
shareholder (other than as a holder of not in excess of 5% of the outstanding voting
 shares of any publicly traded company) in competition with any business of the Company
or any other Group Company being carried on by the Company or any other Group Company
at the Termination Date but excluding (a) any association or engagement which solely
relates to Restricted Activities which the Executive had not been involved in to a
material extent in the course of the Employment at any time during the period of 12
months ending on the Termination Date,
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or (b) the Executives employment by a unit of a Competing Enterprise which unit is
not itself engaged in hotel ownership, hotel management, hotel franchising, hotel
running, hotel leasing, hotel joint-venturing or hotel booking (as defined above), so
long as the Executives duties and responsibilities with respect to such employment
are limited to the business of such unit, or (c) the Executives employment by an
entity which includes a Competing Enterprise where such Competing Enterprise produces
revenues that account for less than 5% of the gross revenues of the entity and
performing services for such Competing Enterprise is not a material part of the
Executives responsibilities; and
 (ii)
    
    either on his own behalf or for or with any other person, whether directly or
indirectly, solicit or induce or attempt to solicit or induce any Key Person to leave
the employ of the Company or any other Group Company whether or not such person would
commit any breach of his contract of employment by leaving the service of the Company
or any other Group Company; and(iii)
    
    either on his own behalf or for or with any other person, whether directly or
indirectly, interfere with or try to terminate or reduce the level of supplies (whether
of products and/or services) by a supplier to the Company or any other Group Company
provided the Executive was concerned or involved to a material extent with the supply
of products or services by that supplier to the Company or a Group Company in the
course of the Employment at any time during the 12 months period ending on the
Termination Date.
    22