Exhibit 4(c)(ii)
 
 InterContinental Hotels Group PLC

    Telephone    +44 (0) 1895 512 443Broadwater Park

    Facsimile      +44 (0) 1895 512 054Denham UB9 5HR
    www.ihgplc.comUnited Kingdom
 Andrew Cosslett
Chief Executive
 STRICTLY PRIVATE & CONFIDENTIAL
    .
 Position Title:
    
    President, Europe Middle East and Africa RegionReports To:
    
    Andrew CosslettChief ExecutiveEmployer:
    
    Six Continents Hotels, Inc. seconded to Six Continents Ltd.Job Band:
    
    Band 1Effective Date:
    
    1 August 2010Notice:
    
    From the Employee: 6 monthsFrom the Company: 12 monthsWork Location:
    
    Denham, EnglandAnnual Base Salary:
    
    USD $715,000 per annum. Your next salary review will be in
accordance with the Companys annual salary review cycle.
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Andrew Cosslett
 Accepted by:
 /s/ Kirk Kinsell
    
    16 July 2010Kirk Kinsell
    
    Date
 cc:
    
    Georg TurnerTracy RobbinsLori Gaytan
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ATTACHMENT A
 Kirk Kinsell  SUMMARY OF EXPATRIATE BENEFITS
 Assignment status:
    
    Your appointment is on the basis of
an expatriate assignment with your
home considered to be in Atlanta,
Georgia, USAHousing:
    
    Through December 2012, you will
receive a net housing allowance of
up to £8,000 per month towards the
provision of a home in the Denham
area. Actual amounts paid will not
exceed the actual rental agreement.
At the time of any lease renewal
this amount may be increased or
decreased based on our third party
provided housing tables.Cost of Living Allowance:
    
    Through December 2012, you will be
eligible to receive a net Cost of
Living Allowance based on the
difference in cost between Atlanta,
GA and London, England. This current
amount is GBP £26,095 per annum,
however this may be increased or
decreased on 1 January each year
based on the updates to our third
party expatriate tables.Transport Allowance:
    
    You will continue to eligible for a
company car or cash allowance in
lieu of car applicable to your band
while on assignment in the UK.Home Leave:
    
    Through December 2012, you and your
accompanying spouse will each be
entitled to three business class
return air tickets from the UK to
the US each year.Retirement Plan:
    
    You will continue to participate in
the US 401(k) and Deferred
Compensation Plan.Private Healthcare:
    
    You will continue to participate in
the Companys International
Healthcare Plan (PPP Healthcare)
which provides coverage for medical,
dental and optical treatment for you
and your eligible dependents.Life Cover:
    
    Your Life Insurance benefit will be
equivalent to 4x your annual base
salary.Taxation:
    
    From the effective date of your
promotion, you will no longer be
eligible for tax equalisation
relating to base salary and any
short or long term incentive income
(including any dividends or dividend
equivalents paid on any IHG shares)
generated through your employment
with IHG; however the companys tax
advisors will continue to assist in
preparing your US and UK tax returns
while you are on assignment outside
the United States.
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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 Plans
    
    
    67.
    
    Expenses and Gratuities
    
    
    78.
    
    Professional Memberships
    
    
    79.
    
    Vacation
    
    
    710.
    
    Sickness and Incapacity
    
    
    811.
    
    Notification of Absence
    
    
    912.
    
    Retirement Benefits
    
    
    913.
    
    Health and Welfare Benefits
    
    
    914.
    
    Location / Assignment Specific Benefits
    
    
    915.
    
    Exclusive Service
    
    
    916.
    
    Intellectual Property
    
    
    1017.
    
    Confidentiality
    
    
    1218.
    
    Restrictive Covenants
    
    
    1219.
    
    Notification of Restrictions
    
    
    1320.
    
    Directorships
    
    
    1321.
    
    Garden Leave
    
    
    1422.
    
    Termination
    
    
    1623.
    
    Return of Property
    
    
    1824.
    
    Disciplinary and Grievance Procedure
    
    
    1825.
    
    Data Protection
    
    
    1826.
    
    Notices
    
    
    1827.
    
    Assignment
    
    
    19
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28.
    
    Law and Jurisdiction
    
    
    1929.
    
    Prior Agreements and other employment-related conditions
    
    
    1930.
    
    Collective Agreements
    
    
    2031.
    
    Severability
    
    
    2032.
    
    Interpretation
    
    
    2033.
    
    Disputes
    
    
    2234.
    
    Miscellaneous
    
    
    23SCHEDULE 1
    
    
    25
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THIS AGREEMENT
 BETWEEN:
 (1)
    
    Six Continents Hotels, Inc. (the Company), a Delaware corporation and a company in the
InterContinental Hotels Group, with its principal offices at Three Ravinia Drive, Suite 100
Atlanta, GA 30346; and(2)
    
    S. Kirk Kinsell (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 that purpose, in the capacity of President Europe, Middle East and Africa or in such
other capacity as the Board may, from time to time, determine. The Executives reward band is
1.1.2
    
    This Agreement commences on August 1, 2010 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 the First day of
October 2002.1.4
    
    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 has all necessary licences, permissions, consents, approvals,
qualifications and memberships required for the Executive to perform the Executives
duties under this agreement and 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 or undermine the confidence of the Board in the Employment by the
Company.
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1.5
    
    Employment is conditional upon 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;(b)
    
    the Executive providing to the Company copies or other verification of
academic, professional or other business qualifications notified to the Company: and(c)
    
    the Executive providing acceptable proof of identity and authorization to work
in the United States and properly completing Form I-9 (Employment Eligibility
Verification) as required under U.S. immigration regulations.
 2.
    
    Duties and Powers2.1
    
    The Executive shall exercise such powers, perform such duties (if any) and comply with such
directions in relation to the business of the Company or any other Group Company as the Board
or any person authorised by the Board for the purpose 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 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 at all times promptly give to the Board (in writing if so requested) all
such information, explanations and assistance as it may require in connection with the
Business and the Executives employment under this Agreement.2.4
    
    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 duties and powers
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. No overtime will be paid with respect to any hours by the
executive outside normal business hours.2.5
    
    The Executive will promptly 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
United Kingdom. The Executives principal place of work may be changed to such place or places
as the Company shall reasonably require.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 USD $715,000. 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, vacation 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, vacation pay relating to vacation taken in excess of
entitlement) by the Executive to which deduction the Executive expressly hereby consents.5.
    
    Short Term Incentive SchemesThe Executive may be invited to participate in the Companys or any Group Company (as
appropriate) discretionary incentive plan or plans applicable from time to time for
employees in the Executives reward band, subject to the rules of the relevant plan(s) from
time to time. Details of the current applicable plan(s) may be provided to the Executive.
Awards are determined solely at the Companys discretion, to which the Executive hereby
agrees. 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 plan from time to time in operation or to suspend (for a fixed or indefinite
period) or withdraw any such plan without providing any replacement. The Executive
acknowledges that during the course of the Employment and on its termination the Executive
has no right to receive a bonus and that the Company is under no obligation to operate a
bonus plan and that the Executive will not acquire such a right, nor shall the Company come
under such an obligation, merely by virtue of the Executives having received one or more
bonus payment(s) or the Company having operated one or more bonus plans during the course of
the Employment. Any bonus paid is not pensionable and is subject to deductions for tax and
social security contributions, or any other deductions which may be required by law.6.
    
    Long Term Incentive and Share PlansThe Executive may be invited to participate in such share option or other share ownership
plans 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 plan(s) from
time to time. Details of any current applicable plan(s) may be
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provided to the Executive. The Company reserves the right, in its absolute discretion, to
vary the terms of any such plan or to suspend (for a fixed or indefinite period) or withdraw
any such plan without providing any replacement. The Executive acknowledges that during the
course of the Employment and on its termination the Executive has no right to receive an
award of shares or grant of share options and that the Company is under no obligation to
operate such plans and that the Executive will not acquire such a right, nor shall the
Company come under such an obligation, merely by virtue of the Executives having received
one or more award of shares or grant of share options or the Company having operated one or
more such plans during the course of the Employment. Any payment made under this clause is
not pensionable and is subject to deductions for tax and social security contributions, or
any other deductions which may be required by law.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 necessarily 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 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 the Groups policies in force from time to time
regarding acceptance of gifts, gratuities and/or benefits.8.
    
    Professional Memberships8.1
    
    In accordance with and subject to Company policy, and upon prior approval, the Company shall
pay for up to two memberships with 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.8.2
    
    Where required, whether by the Company, law, any regulatory organisation or otherwise the
Executive should at all times during the Executives employment with the Company maintain the
Executives membership of such professional, trade or other bodies necessary for the proper
performance of the Executives duties.9.
    
    Vacation9.1
    
    The Companys vacation year is 1 January to 31 December (the Vacation Year).9.2
    
    In addition to public holidays, the Executive shall be entitled to paid vacation in each
Vacation 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 9.3, no payment will be made for vacation days not taken in the Vacation
Year in which they arise although the Executive may carry forward any unused vacation days
from one Vacation Year to the next, subject to a maximum of 5 days to be carried
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forward into the following Vacation Year.9.3
    
    Upon termination of this Agreement the Executive shall be entitled to payment in lieu of any
untaken outstanding vacation entitlement in the Vacation Year during which the Executives
employment terminates, which entitlement shall accrue on a pro-rata monthly basis.9.4
    
    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 the number of vacation days which the Executive has
taken in excess of the Executives accrued vacation entitlement calculated on a pro-rata
monthly basis as at the date of the termination of the Executives employment and the
Executive hereby authorises the Company to make such deduction.9.5
    
    The Company shall be entitled to require the Executive to take all or any part of any accrued
untaken vacation 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 21).10.
    
    Sickness and Incapacity10.1
    
    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 reason satisfactory to
the Company and subject to compliance with clause 11, the Executive shall be entitled to
receive the Executives full salary and other contractual benefits only for up to the first 26
weeks of any such absence.10.2
    
    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 local law for the time being in force.10.3
    
    The Executive shall submit to a medical examination by a doctor appointed by the Company at
the request of the Chief Executive, 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 obtaining a copy of the
Executives medical records from the Executives medical practitioner 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 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.10.4
    
    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 repayment of all sums paid to the Executive by the Company under this
clause in respect of such absence (which shall be deemed to be paid by way of interest free
loan by the Company, subject to any limit imposed under relevant legislation). Any such sums
(which are paid to the Executive by the Company on that basis) shall in turn be repaid by the
Executive when and to the extent that the Executive
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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.11.
    
    Notification of Absence11.1
    
    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.12.
    
    Retirement Benefits12.1
    
    The Company operates various pension plans. The Executive may be eligible to participate in
the Companys 401k plan and deferred compensation plan, as determined by the Executives start
date with the Company and the Executives reward band (the Plans), at the applicable level
and subject to the terms of the rules governing the Plans from time to time, including,
without limitation, any powers to amend or terminate the Plans. The Executives participation
in the Plans 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.13.
    
    Health and Welfare Benefits13.1
    
    The Executive, the Executives spouse and any dependent unmarried children under age 21 (or
25 if in full time education) or such older age as required by applicable law as the case may
be will to the extent eligible (as determined by the Executives reward band and any
applicable plan rules) participate in and receive benefits under the healthcare plan and life
insurance plan made available by the Company (and any other plans which the Company may
provide from time to time) subject to the rules or insurance policies constituting such plans
from time to time.13.2
    
    A copy of the relevant healthcare and life insurance plans shall be provided to the Executive
and the Executive is required to comply with their rules from time to time. The Company
reserves the right, in its absolute discretion, to vary the plans or to suspend (for a fixed
or indefinite period) or withdraw the plans without providing any replacement.14.
    
    Location / Assignment Specific Benefits14.1
    
    In the event that any special terms apply to the Executive, these are as set out in the
Executives offer letter.15.
    
    Exclusive Service15.1
    
    The Executive will devote the whole of the Executives working time, attention and skill to
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the Employment.15.2
    
    At the request of the Company, the Executive will disclose promptly in writing to the Company
all the Executives interests (for example, shareholdings or directorships) in any business
whether or not of a commercial or business nature except the Executives interests in any
Group Company.15.3
    
    Without prejudice to clause 15.1 above, and subject to clause 15.4 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 (including any charitable work) other than the business of the Company
or its Group Companies.15.4
    
    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.16.
    
    Intellectual Property16.1
    
    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.
 16.2
    
    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 16, but which does not belong to the Company, as confidential.16.3
    
    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 with
full title guarantee(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
 16.4
    
    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.
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16.5
    
    The Executive will, at the request and expense of the Company, do everything necessary to:
 (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
 (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
 16.6
    
    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.16.7
    
    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.16.8
    
    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 16 or as
necessary for the proper performance of the Executives duties.16.9
    
    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.16.10
    
    Rights and obligations under this clause 16 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.16.11
    
    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 16.16.12
    
    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 their service
providers and will not introduce any of the Executives own computer files into any computer
used by any Group Company.16.13
    
    By entering into this agreement the Executive irrevocably appoints the Company to act on the
Executives behalf to execute any document and do anything in the Executives name for the
purpose of giving the Company (or its nominee) the full benefit of the provision of this
clause 16 or the Companys entitlement under statute. If there is any doubt as to whether
such a document (or other thing) has been carried out within the authority conferred by this
clause 16.13, a certificate in writing (signed by any director or the
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secretary of the Company) will be sufficient to prove that the act or thing falls within
that authority.17.
    
    Confidentiality17.1
    
    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.17.2
    
    The Executive shall not at any time, either during the continuance of or 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.17.3
    
    The Executive shall not at any time either during the continuance of or after the termination
of the Executives employment with the Company make, other 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.17.4
    
    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.17.5
    
    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.17.6
    
    This clause 17 is without prejudice to the Executives equitable duty of confidence.17.7
    
    Nothing in this Agreement shall preclude the Executive from raising any concerns which should
be made in accordance with the Companys Disclosure Procedure.18.
    
    Restrictive Covenants
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18.1
    
    The provisions of Schedule 1 shall take effect as though part of this Agreement.19.
    
    Notification of Restrictions19.1
    
    The Executive agrees that, in the event of the Executive receiving from any person an offer
of employment (whether oral or in writing and whether accepted or not) either during the
continuance of this Agreement or during the continuance in force of all or any of the
restrictions set out in clause 17 and Schedule 1 of this Agreement, without prejudice to the
Executives obligations in relation to confidentiality, the Executive will provide to the
person making the offer details of the substance of the restrictions contained in clause 17
and Schedule 1.20.
    
    Directorships20.1
    
    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 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).20.2
    
    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 plan 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.
 20.3
    
    Should the Executive fail to resign from office as a director or from any other office or
trusteeship in accordance with clauses 20.1 or 20.2, 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.20.4
    
    Save with the prior agreement in writing of the Company, the Executive shall not, during
 13




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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.
 21.
    
    Garden Leave21.1
    
    Neither the Company nor any Group Company is under any obligation to provide the Executive
with any work. At any time after notice to terminate the Employment is given by either party,
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 discretion, require the Executive to
take a period of absence called garden leave (the Garden Leave Period). The provisions of
this clause shall apply to any Garden Leave Period.21.2
    
    The Company may require that the Executive will not, without prior written consent of the
Board, be employed or otherwise engaged in the conduct of any activity, whether or not of a
business nature, during the Garden Leave Period. Further, if so requested by the Company, the
Executive will not:
 21.2.1
    
    enter or attend the premises of the Company or any other Group Company; or21.2.2
    
    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); or21.2.3
    
    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); or21.2.4
    
    remain or become involved in any aspect of the business of the Company or any other
Group Company except as required by such companies.
 21.3
    
    The Company may require the Executive:
 21.3.1
    
    to comply with the provisions of clause 23; and21.3.2
    
    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 21.3.2.
 14




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21.4
    
    During the Garden Leave Period, the Executive will be entitled to receive the Executives
salary and all contractual benefits in accordance with the terms of this agreement. Any unused
vacation accrued at the commencement of the Garden Leave Period and any vacation accrued
during any such period will be deemed to be taken by the Executive during the Garden Leave
Period.21.5
    
    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 given by the Company
or the Executive (less any deductions the Company is required by law to make). In any event,
the Companys payment in lieu of the unexpired period of notice, as well as payment of any
base salary attributable to the Garden Leave Period, will be completed within 2.5 months
following the later of the end of the calendar year or the Company fiscal year that occurs
immediately following the commencement date of the Garden Leave Period.21.6
    
    During the Garden Leave Period:
 21.6.1
    
    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;21.6.2
    
    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 (unless
the Company has agreed that the Executive may be unavailable for a period); and21.6.3
    
    the Company may appoint another person to carry out the Executives duties in
substitution for the Executive.
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21.7
    
    All duties of the Employment (whether express or implied), including without limitation the
Executives duties of fidelity, good faith and exclusive service, shall continue throughout
the Garden Leave Period save as expressly varied by this clause 21. The Executive agrees that
the exercise by the Company of its rights pursuant to this clause 21 shall not entitle the
Executive to claim that the Executive has been constructively dismissed.22.
    
    Termination22.1
    
    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 gross incompetence or other repudiatory
breach of contract; or(b)
    
    without reasonable excuse and with prior written warning, repeats or continues
any misconduct or neglect in the discharge of the Executives duties or other breach of
contract (not falling within 22.1(a) above); or(c)
    
    has been adjudicated a bankrupt by a bankruptcy court; 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.22.2
    
    In the event of termination pursuant to clause 22.1, 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 vacation 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, vacation pay relating to vacation taken
in excess of accrued entitlement) by the Executive to which deduction the Executive expressly
hereby consents.22.3
    
    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.22.4
    
    In the event that the Executive is incapacitated by ill health, accident or any other cause
from performing the Executives duties under this Agreement for a period of 26 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
 16




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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 date of
termination of employment.22.5
    
    As an alternative to serving notice pursuant to clause 1.2 or 22.4 and without prejudice to
the provisions of clauses 22.1 and 22.2, the Company may, in its absolute discretion,
terminate this Agreement without prior notice and make a payment in lieu of the notice which
the Executive would have been entitled during the period of notice of termination equal to the
basic salary to which the Executive would have been entitled during the period of notice on
the basis that the Executives basic salary would have been at the rate applying at the date
of termination (less deductions for income tax and any other deductions the Company is
required by law to make). Any payment by the Company in lieu of notice will be made as soon
as practicable and, in any event, completed within 2.5 months following the later of the end
of the calendar year or the Company fiscal year that occurs immediately following the
Companys exercise of its discretion to make such payment in lieu of the unexpired period of
notice.22.6
    
    Once notice has been given, either by the Company or the Executive, the Company may, in its
absolute discretion, at any time during such notice terminate this Agreement without prior
notice and make a payment in lieu of such unexpired period of notice equal to the basic salary
to which the Executive would have been entitled during the unexpired period of notice on the
basis that the Executives basic salary would have been at the rate applying at the date of
termination (less deductions for income tax and any other deductions the Company is required
by law to make). Any payment by the Company in lieu of any unexpired period of notice will be
made as soon as practicable and, in any event, completed within 2.5 months following the later
of the end of the calendar year or the Company fiscal year that occurs immediately following
the Companys exercise of its discretion to make such payment in lieu of the unexpired period
of notice.22.7
    
    The Company may, in its absolute discretion, for any period at any time and/or once notice of
termination of employment has been given:
 (a)
    
    exclude the Executive from any premises of the Company and/or of any Group
Company; and/or(b)
    
    require the Executive to carry out specified duties (consistent with the
Executives skills, role and experience) or not to perform all or any of the
Executives duties; and/or(c)
    
    require the Executive to resign any directorship or other office of the Company
and/or any Group Company which the Executive may hold without claim for compensation
for loss of a directorship or other office; and/or(d)
    
    require the Executive to absent the Executive from any meeting of directors or managers
of the Company or any Group Company at which Confidential Information may be disclosed or
discussed;
 and the Executive agrees that such action by the Company shall not constitute a breach of
this Agreement provided that throughout the period of any such action the Executive
continues to receive his salary and contractual benefits (unless and until this Agreement
shall be terminated).
 17




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22.8
    
    As a condition to making the payments and providing the benefits stated in clause 21.5, or in
clauses 22.5 or 22.6, the Company may require the Executive to execute and deliver a general
release in which he (i) releases all claims that he may have in respect of his employment
against any Group Company and any of their respective past or present officers, directors or
employees other than his rights under clauses 21.5, 22.5 and 22.6 of this Agreement or another
agreement into which he and the Company subsequently enter and (ii) covenants that he has not
filed and will not file any civil action, suit, arbitration, administrative charge, or legal
proceeding against any of the released parties in respect of the released claims.23.
    
    Return of Property23.1
    
    Immediately on request 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, 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.23.2
    
    If so requested, the Executive shall provide to the Company a signed statement confirming
that the Executive has fully complied with clause 23.1.24.
    
    Disciplinary and Grievance Procedure24.1
    
    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.25.
    
    Data Protection25.1
    
    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 United States and any other country in which the Company or any
other Group Company has offices.26.
    
    Notices26.1
    
    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
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given personally and any notice given by post shall be deemed to have been served at the
expiration of 48 hours after the same was posted.27.
    
    Assignment27.1
    
    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.28.
    
    Law and Jurisdiction28.1
    
    Georgia lawThis Agreement shall be governed by, and construed in accordance with,
the law of the state of Georgia, USA.28.2
    
    JurisdictionThe Executive and the Company irrevocably submit to the exclusive jurisdiction of any state
or federal court located in Fulton County, Georgia over any Employment Matter (as defined in
clause 33.1) that is not otherwise arbitrated or resolved according to clause 33.1. This
includes any action or proceeding to compel arbitration or to enforce an arbitration award.
Both the Executive and the Company (i) acknowledge that the forum stated in this clause 28.2
has a reasonable relation to this Agreement and to the relationship between the Executive
and the Company and that the submission to the forum will apply even if the forum chooses to
apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal
jurisdiction or to the laying of venue of any action or proceeding covered by this clause
28.2 in the forum stated in this clause 28.2, (iii) agree not to commence any such action or
proceeding in any forum other than the stated in this clause 28.2 and (iv) agree that, to
the extent permitted by law, a final and non-appealable judgment in any such action or
proceeding in any such court will be conclusive and binding on the Executive and the
Company. However, nothing in this Agreement precludes the Executive or the Company from
bringing any action or proceeding in any court for the purpose of enforcing the provisions
of clause 33.1 and this clause 28.2.29.
    
    Prior Agreements and other employment-related conditions29.1
    
    Without prejudice to the terms of the offer letter dated 5 July 2009 from Mr A P Cosslett to
the Executive setting out the principal terms of the Executives Employment, 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 (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 any other
document, the terms of this Agreement shall prevail.29.2
    
    The Executives employment is subject to the Companys non-contractual rules, policies
 19




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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.29.3
    
    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.30.
    
    Collective Agreements30.1
    
    There are no collective agreements currently in force which affect directly or indirectly the
terms and conditions of the Executives employment.31.
    
    Severability31.1
    
    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 replace any such illegal or
unenforceable provisions with suitable substitute provisions which will maintain as far as
possible the purposes and the effect of this Agreement.32.
    
    Interpretation32.1
    
    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,
 20




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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.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
 Invention means any invention relating to or capable of being used in the business
of any Group Company as carried on from time to time.Month means a calendar month.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.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 business of the Group
Companies in which the Executive is involved from time to time
 32.2
    
    In this Agreement, where the context admits:
 (a)
    
    words and phrases the definitions of which are contained or referred to in the
UK 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
 21




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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.
 32.3
    
    Headings are inserted for convenience only and shall not affect the construction of this
Agreement.32.4
    
    To the extent any reimbursements or in-kind benefits due to the Executive under this
Agreement constitute deferred compensation under section 409A of the Internal Revenue Code
of 1986, as amended, any such reimbursements or in-kind benefits are intended to be paid to
the Executive in a manner consistent with Treas.Reg. section 1.409A-3(i)(1)(iv). Further, if
any payment made as a direct result of this Agreement is deemed to constitute deferred
compensation under section 409A and is payable upon separation from service (as defined in
section 409A), it is intended that such payment(s) will be delayed for six (6) months if the
Executive is a specified employee (as defined in section 409A) at the time of separation
from service. The payment of salary in lieu of notice or during any Garden Leave Period under
clauses 21 and 22 of this Agreement, is intended to be made within the short-term deferral
period exemption under section 409A. Any payments that result from any plan or arrangement
that is separately subject to the terms of section 409A will be made in accordance with the
applicable terms of such plan or arrangement, except to the extent explicitly modified by this
Agreement.33.
    
    Disputes33.1
    
    Mandatory Arbitration. Subject to the provisions of this clause 33, any controversy or claim
between the Executive and the Company arising out of or relating to or concerning this
Agreement (including the covenants contained in Schedule 1) or any aspect of his employment
with the Company or the termination of that employment (together, an Employment Matter) will
be finally settled by arbitration in Fulton County, Georgia administered by the American
Arbitration Association (the AAA) under its Employment Arbitration Rules then in effect.
However, the AAAs Employment Arbitration Rules will be modified in the following ways: (i)
the award must not be a compromise but must be the adoption of the submission by one of the
parties, (ii) each arbitrator will agree to treat as confidential evidence and other
information presented to them to the same extent as the information is required to be kept
confidential under clause 17, (iii) there will be no authority to award punitive damages (and
the Executive and the Company agree not to request any such award), (iv) the optional Rules
for Emergency Measures of Protections will apply, (v) there will be no authority to amend or
modify the terms of this Agreement except as provided in clause 34.3 (and the Executive and
the Company agree not to request any such amendment or modification), (vi) an award must be
rendered within ten business days of the parties closing statements or submission of
post-hearing briefs and (vii) the arbitration will be conducted before a panel of three
arbitrators, one selected by
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the Executive within 10 days of the commencement of the notice of arbitration, one selected
by the Company in the same period and the third selected jointly by these arbitrators (or,
if they are unable to agree on an arbitrator within 30 days of the commencement of
arbitration, the third arbitrator will be appointed by the American Arbitration Association;
provided that the arbitrator shall be a partner or former partner at a nationally recognized
law firm who is experienced in employment matters).
 33.2
    
    Injunctions and Enforcement of Arbitration Awards. The Executive or the Company may bring an
action or special proceeding in a state or federal court of competent jurisdiction sitting in
Fulton County, Georgia to enforce any arbitration award under clause 33.1. Also, the Company
may bring such an action or proceeding, in addition to its rights under clause 17 and Schedule
1 and whether or not an arbitration proceeding has been or is ever initiated, to temporarily,
preliminarily or permanently enforce any part of clause 17 or Schedule 1. The Executive agrees
that (i) violating any part of clause 17 or Schedule 1 would cause damage to the Group that
cannot be measured or repaired, (ii) the Company therefore is entitled to an injunction,
restraining order or other equitable relief restraining any actual or threatened violation of
clause 17 or Schedule 1, (iii) no bond will need to be posted for the Company to receive such
an injunction, order or other relief and (iv) no proof will be required that monetary damages
for violations of clause 17 or Schedule 1 would be difficult to calculate and that remedies at
law would be inadequate.33.3
    
    Waiver of Jury Trial. To the extent permitted by law, the Executive and the Company waive any
and all rights to a jury trial with respect to any Employment Matter.34
    
    Miscellaneous34.1
    
    This Agreement will be binding on, inure to the benefit of and be enforceable by the parties
and their respective heirs, personal representatives, successors and assigns. This Agreement
does not confer any rights, remedies, obligations or liabilities to any entity or person other
than the parties hereto and their permitted successors and assigns.34.2
    
    The Company may withhold from any amounts payable under this Agreement any applicable
withholding in respect of federal, state, local or Non-US taxes.34.3
    
    This Agreement may only be modified by the written agreement of the parties.
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SIGNED by
    
    
    )for and on behalf of
    
    
    )the Company
    
    
    )Signature:
    
    
    
    
    
    -s- George TurnerName: George Turner
    
    
    
    
    
    16 July 2010
   SIGNED
    
    
    )
    
    
    16 July 2010and DELIVERED
    
    
    )by the ExecutiveSignature:
    
    
    
    
    
    -s- Kirk KinsellName: S. Kirk Kinsell
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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:
 (i)
    
    Accor SA(ii)
    
    Blackstone (doing business as Hilton Hotels)(iii)
    
    Starwood Hotels & Resorts Worldwide, Inc.(iv)
    
    Marriott International, Inc.(v)
    
    Global Hyatt Corporation(vi)
    
    Choice Hotels International, Inc.(vii)
    
    Four Seasons Holdings, Inc.
 Garden Leave Period has the meaning given in Clause 21 of the Agreement above;Key Person shall mean any person who was a band 4 level or above employee of the Company
or any other Group Company (including for this purpose any General Manager of any hotel
owned or managed by the Company or any other Group Company) and with whom the Executive had
material contact or dealings in performing the duties of the Employment at any time during
the period of 12 months ending on the Termination Date;Prohibited Area shall mean North AmericaRelevant Period shall mean the period of six months beginning with the Termination Date
but reduced by one day for each day of a Garden Leave Period;Restricted Activities shall mean executive, managerial, directorial, administrative,
strategic, business development or supervisory responsibilities and activities relating to
any or all aspects of hotel ownership, hotel management, hotel franchising, hotel running,
hotel leasing, hotel joint-venturing or hotel booking (as defined above);Termination Date shall mean the date on which the Employment terminates.1.2 The Executive agrees that during the Relevant Period the Executive will not without the
prior written consent of the Company:
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(i)
    
    become associated with or engage in any Restricted Activities within the
Prohibited Area in respect of any Competing Enterprise, 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, 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 within the Prohibited Area 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.
 1.3 The Executive agrees that each of the paragraphs contained in sub-clause 1.2 of this
Schedule 1 constitute an entirely separate and independent covenant on the Executives part
and the validity of one paragraph shall not be affected by the validity or unenforceability
of another.1.4 The Executive agrees that the Executive will at the request and cost of the Company
enter into a direct agreement or undertaking with any Group Company whereby the Executive
will accept restrictions and provisions corresponding to the restrictions and provisions
contained in sub-clauses 1.2 of this Schedule 1 (or such of them as may be reasonable and
appropriate in the circumstances) in relation to such activities and such areas and for such
a period as such company may reasonably require for the protection of its legitimate
interests but provided that the duration of such restrictions and provisions are no greater
than the Relevant Period.
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1.5 The Executive agrees that having regard to the facts and matters set out above the
restrictive covenants contained in this Schedule 1 are necessary for the protection of the
business and confidential information of the Company and other Group Companies.1.6 The Executive and the Company agree that while the restrictions imposed in this Schedule
1 are considered necessary for the protection of the Company and other Group Companies it is
agreed that if any one or more of such restrictions shall either taken by itself or
themselves together be adjudged to go beyond what is reasonable in all the circumstances for
the protection of the Companys or any Group Companys legitimate interest but would be
adjudged reasonable if any particular restriction or restrictions were deleted or if any
part or parts of the wording thereof were deleted, restricted or limited in a particular
manner then the said restrictions shall apply with such deletions, restrictions or
limitations as the case may be.1.8 Any termination of the Employment or of this Agreement (or breach of this Agreement by
the Executive or the Company) shall have no effect on the continuing operation of this
Schedule 1.1.9 The parties hereto acknowledge that the potential restrictions on the Executives future
employment imposed by this Schedule 1 are reasonable in both duration and geographic scope
and in all other respects.1.10 The parties agree that this Agreement would not have been entered into and the benefits
described in the Agreement would not have been promised in the absence of the Executives
promises under this Schedule 1.
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