Exhibit 10.15


    
      

    


    Exhibit
      10.15

     

    MARK
      PATTEN

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”)
      is
      entered into by and between CNL HOTELS & RESORTS, INC., a Maryland
      corporation formerly known as CNL Hospitality Properties, Inc. (hereinafter
      referred to as the “Company”),
      and
      MARK PATTEN (hereinafter referred to as the “Executive”)
      and is
      effective as of the Effective Date hereinbelow defined at Section 7.19.


     

    WHEREAS,
      the Company has entered into an Amended and Restated Agreement and Plan of
      Merger among the Company, CNL Hotels & Resorts Acquisition, LLC, a Florida
      limited liability company all of the membership interests of which are owned
      by
      the Company (“CHPAC”),
      CNL
      Hospitality Properties Acquisition Corp., a Florida corporation and wholly-owned
      subsidiary of the Company, CNL Hospitality Corp., a Florida corporation (the
      “Advisor”),
      the
      Stockholders identified therein (which includes Executive), and CNL Financial
      Group, Inc., a Florida corporation (the "Merger
      Agreement"),
      pursuant to which the Advisor would be merged with and into CHPAC pursuant
      to
      the terms and conditions of the Merger Agreement (the “Merger”);

     

    WHEREAS,
      the execution and delivery of this Agreement by the Executive was an inducement
      to the Company and CHPAC to enter into the Merger Agreement and to consummate
      the Merger;

     

    and
      

     

    WHEREAS,
      the Company wishes to offer employment to the Executive, and the Executive
      wishes to accept such offer, on the terms set forth below.

     

    Accordingly,
      the parties hereto agree as follows:

     

    1. Term.
      The
      Company hereby employs the Executive and the Executive hereby accepts such
      employment for an initial term commencing as of the Effective Date and ending
      on
      December 31, 2009, unless sooner terminated in accordance with the provisions
      of
      Section 4 (the period during which the Executive is employed hereunder being
      hereinafter referred to as the “Term”).
      The
      Term shall be subject to automatic one- (1-) year renewals unless either party
      hereto notifies the other, in accordance with the notice provisions of Section
      7.6, of non-renewal at least ninety (90) days prior to the end of any such
      Term
      (a “Non-Renewal”).

     

    2. Duties.
      The
      Executive, in his capacity as Chief Accounting Officer of the Company, shall
      faithfully perform for the Company the duties of said office and shall perform
      such other duties of an executive, managerial or administrative nature as shall
      be specified and designated from time to time by the Chief Executive Officer
      and
      the Board of Directors of the Company (the “Board”). Such duties may include,
      without limitation, the performance of services for, and serving on the board
      of
      directors of, any subsidiary of the Company without any additional compensation.
      The Executive shall devote substantially all of the Executive’s business time
      and effort to the performance of the Executive’s duties hereunder. Provided that
      the following activities do not interfere with the Executive’s duties to the
      Company and provided that the following activities do not violate the
      Executive’s covenant against competition as described at Section 6 hereof,
      during the Term, the Executive may perform personal, charitable and other
      business activities, including, without limitation, serving as a member of
      one
      or more boards of directors of charitable or other professional organizations,
      and, serve on the boards of directors of other business organizations that
      are
      not engaged in any aspect of the lodging industry, provided, however, that
      service on the boards of directors of other business organizations would require
      consent of the Board . 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Compensation.

     

    3.1 Salary.
      The
      Company shall pay the Executive during the Term a salary at the rate of Two
      Hundred Fifty-Seven Thousand and No/00 Dollars ($257,000) per annum (the
“Annual
      Salary”),
      in
      accordance with the customary payroll practices of the Company applicable to
      senior executives generally. The Annual Salary may be increased from time to
      time, by an amount as may be approved by the Board or the Compensation Committee
      of the Board (the “Compensation
      Committee”),
      and,
      upon such increase, the increased amount shall thereafter be deemed to be the
      Annual Salary. 

     

    3.2 Bonus.
      The
      Executive will be eligible to participate in the Company’s annual bonus program
      (the “Bonus
      Plan”),
      the
      terms of which will be established by the Compensation Committee; provided,
      however, at a minimum, Executive shall be eligible for such bonus compensation
      as is set forth on Attachment
      “A”
      attached
      hereto and made a part hereof by this reference. 

     

    3.3 Benefits
      - In General.
      The
      Executive shall be permitted during the Term to participate in any group life,
      hospitalization or disability insurance plans, health programs, pension and
      profit sharing plans and similar benefits that may be available to other senior
      executives of the Company generally, on the same terms as may be applicable
      to
      such other executives (except as otherwise provided in this Section 3), in
      each
      case to the extent that the Executive is eligible under the terms of such plans
      or programs.

     

    3.4 Paid
      Time Off.
      The
      Executive shall be entitled to no fewer than twenty-five (25) days of paid
      time
      off per year.

     

    3.5 Disability
      Benefits and Life Insurance.
      To the
      extent the Company’s group life and disability insurance plans do not provide
      this level of benefits, the Executive shall be entitled to additional benefits
      so that his long-term disability coverage provides benefits (to continue for
      such period as is provided in the applicable disability plan or program, as
      amended from time to time, and with waiting periods and pre-existing condition
      exceptions waived to the extent such coverage is available on commercially
      reasonable terms) equal seventy-five percent (75%) of his Annual Salary in
      the
      case of a covered disability and life insurance coverage provides benefits
      with
      a face amount equal to one (1) times the Executive’s Annual Salary.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.7 Expenses.
      The
      Company shall pay or reimburse the Executive for all ordinary and reasonable
      out-of-pocket expenses actually incurred and, in the case of reimbursement,
      actually paid by the Executive during the Term in the performance of the
      Executive’s services under this Agreement; provided that the Executive shall
      submit such expenses in accordance with the policies applicable to senior
      executives of the Company generally.

     

    4. Termination
      of Employment.
      The
      Company may terminate the Executive’s employment for any reason or for no reason
      and with or without Cause (as defined hereinbelow). The Executive may terminate
      the Executive’s employment with the Company for Good Reason (as defined
      hereinbelow) or without Good Reason. The Company or the Executive may terminate
      the Executive’s employment by Non-Renewal. The
      Executive shall be subject to the provisions of the Covenant Against Competition
      set forth at Section 6.2. For
      purposes of this Agreement, with respect to "earned and accrued" Bonus payments
      to be made to the Executive in connection with the termination of his
      employment, Bonus payments shall be deemed to be "earned and accrued" (a) if
      the
      Executive is employed with the Company as of the date of the last day of the
      fiscal year for which a Bonus payment shall be made; (b) to the extent that
      the
      criteria for determining the amount of such Bonus payment is subject to
      objective criteria; and (c) regardless of whether the Bonus payment award was
      actually calculated or declared by the Company as of the date of the Executive's
      employment.

     

    4.1 Termination
      upon the Executive’s Death or Disability.
      

     

    a.
       If
      the
      Executive dies during the Term, the obligations of the Company to or with
      respect to the Executive shall terminate in their entirety except as otherwise
      provided in this Section 4.1 and except for the surviving provisions of this
      Agreement as described at Section 7.15. 

     

    b.
       If
      the
      Executive becomes eligible for disability benefits under the Company’s long-term
      disability plans and arrangements (or, if none apply, would have been so
      eligible under the most recent plan or arrangement), the Company or the
      Executive shall have the right, to the extent permitted by law, to terminate
      the
      employment of the Executive upon at least ninety (90) days’ prior written notice
      to the other party, provided that neither party shall have the right to
      terminate the Executive’s employment if, in the opinion of a qualified physician
      reasonably acceptable to both parties, it is reasonably certain that the
      Executive will be able to resume his duties on a regular full-time basis within
      one hundred eighty (180) days of the date that the notice of such termination
      is
      delivered. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c.
       Upon
      the
      Executive’s death or the termination of the Executive’s employment by virtue of
      disability, all of the following shall apply: 

     

    (i)
       the
      Executive, or the Executive’s estate or beneficiaries in the case of the death
      of the Executive, shall have no right to receive any compensation or benefit
      hereunder on and after the effective date of the termination of employment,
      except that the Executive, or the Executive’s estate or beneficiaries the case
      of the death of the Executive, shall be entitled to receive the Executive’s
      Annual Salary, and other benefits that are earned and accrued under this
      Agreement prior to the date of termination, the Executive’s earned and accrued
      bonuses as provided in the Bonus Plan, vesting providing in clause (ii) below,
      and reimbursement under this Agreement for expenses incurred prior to the date
      of such termination; 

     

    (ii)
       all
      of
      the Executive’s outstanding and unvested Shares (as defined in Attachment “A”)
      shall immediately be vested, any outstanding options to acquire shares of
      Company stock shall immediately be vested and shall be exercisable by the
      Executive or, in the case of the Executive’s death, by the beneficiaries of
      Executive’s estate, for one (1) year following the termination (or, if shorter,
      the balance of the regular term of the options); and 

     

    (iii)
       this
      Agreement shall otherwise terminate and there shall be no further rights with
      respect to the Executive hereunder except for the surviving provisions of this
      Agreement as provided in Section 7.15. The payments to be made in this Section
      4.1(c) shall be in addition to, rather than in lieu of, the entitlement of
      Executive or his estate to any other insurance or benefit proceeds as a result
      of his death or disability. 

     

    4.2 Termination
      by the Company for Cause.
      The
      Company may terminate the Executive’s employment at any time for “Cause”
if
      any
      of the following have occurred: 

     

    a. the
      Executive’s conviction for (or pleading nolo contendere to) any felony, or a
      misdemeanor involving moral turpitude; 

     

    b. the
      Executive’s indictment for any felony or misdemeanor involving moral turpitude,
      if such indictment is not discharged or otherwise resolved within eighteen
      (18)
      months;

     

    c. the
      Executive’s commission of an act of fraud, theft or dishonesty related to the
      performance of the Executive’s duties hereunder;

     

    d. the
      continuing failure or habitual neglect by the Executive to perform the
      Executive’s duties hereunder, except that, if such failure or neglect is
      curable, the Executive shall first have thirty (30) days from his receipt of
      notice of such failure or neglect to cure such condition and, if the Executive
      does so, such failure or neglect shall not constitute Cause
      hereunder;

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    e. any
      material violation by the Executive of the covenants contained in Section 6
      except that, if such violation is not willful and is curable, the executive
      shall first have thirty (30) days from his receipt of notice of such violation
      to cure such condition and, if the Executive does so, such violation shall
      not
      constitute Cause hereunder; or

     

    f.
       the
      Executive’s continuing material breach of this Agreement, except that, if such
      breach is curable, the Executive shall first have thirty (30) days from his
      receipt of such notice of such breach to cure such breach and, if the Executive
      does so, such breach shall not constitute Cause hereunder.

     

    If
      the
      Company terminates the Executive’s employment for Cause, the Executive shall
      have no right to receive any compensation or benefit hereunder on and after
      the
      effective date of the termination of employment, except that the Executive
      shall
      be entitled to receive the Executive’s Annual Salary, and other benefits that
      are earned and accrued under this Agreement prior to the date of termination,
      any earned and accrued bonuses as provided in the Bonus Plan, and reimbursement
      under this Agreement for expenses incurred prior to the date of termination.
      This Agreement shall otherwise terminate upon such termination of employment
      and
      the Executive shall have no further rights or obligations hereunder except
      for
      the surviving provisions of this Agreement as described at Section
      7.15.

     

    4.3 Termination
      by the Company without Cause.
      The
      Company may terminate the Executive’s employment at any time without Cause upon
      sixty (60) days prior written notice to the Executive. If the Company terminates
      the Executive’s employment without the occurrence of any of the events
      constituting “Cause” and the termination is not due to the Executive’s death or
      disability or
      is not
      a Non-Renewal, then the termination by the Company is without Cause. If the
      Company terminates the Executive’s employment without Cause, then the Severance
      Package provisions of Section 5 shall apply, and this Agreement shall otherwise
      terminate and the Executive shall have no further rights or obligations
      hereunder except for the surviving provisions of this Agreement as described
      at
      Section 7.15.

     

    4.4 Termination
      of Employment by the Executive for Good Reason.
      The
      Executive may terminate the Executive’s employment with the Company at any time
      for “Good
      Reason”
and
      receive the Severance Package provisions of Section 5 if any of the following
      have occurred without the Executive’s written consent:

     

    a. the
      material reduction of the Executive’s authority, duties and responsibilities, or
      the assignment to the Executive of duties materially inconsistent with the
      Executive’s position or positions with the Company and its subsidiaries, except
      that the Company shall have thirty (30) days from the date on which the
      Executive gives the notice thereof to cure such event or condition and, if
      the
      Company does so, such event or condition shall not constitute Good Reason
      hereunder;

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b. a
      reduction of the Annual Salary of the Executive, except that a reduction of
      the
      Executive’s Annual Salary shall not constitute Good Reason for termination if
      (i) the Company fully cures (including retroactively) such reduction no later
      than thirty (30) days from the date on which the Executive gives the Company
      notice that the reduction constitutes Good Reason for termination hereunder;
      or
      (ii) such reduction is made in connection with a reduction in compensation
      of
      not more than ten percent (10%) of the Executive’s Annual Salary and such
      reduction is made generally applicable to all senior management employees of
      the
      Company; 

     

    c. the
      failure by the Company to obtain an agreement in form and substance reasonably
      satisfactory to the Executive from any successor to the business of the Company
      to assume and agree to perform this Agreement; 

     

    d. the
      Company’s material breach of this Agreement, except that the Company shall have
      thirty (30) days from the date on which the Executive gives the notice thereof
      to cure such event or condition and, if the Company does so, such event or
      condition shall not constitute Good Reason hereunder; 

     

    e.
       a
      requirement by the Company that Executive’s work location be moved more than
      fifty (50) miles from the Company’s principal place of business in Orlando,
      Florida; or

     

    f.
       the
      occurrence of a change of control, which for purposes of this Agreement shall
      mean the sale to an independent third party or group of independent third
      parties of either (i) more than thirty percent (30%) of the issued and
      outstanding equity securities of the Company and the voting power under normal
      circumstances to elect a majority of the Company's Board (whether by merger,
      consolidation, sale or transfer of the Company’s equity securities); or
      (ii) all or substantially all of the Company's assets determined on a
      consolidated basis. For the avoidance of doubt, a change of control shall not
      include the Merger or any issuance by the Company of equity securities in an
      initial public offering.

     

    This
      Agreement shall otherwise terminate upon such termination of employment and
      the
      Executive shall have no further rights or obligations hereunder except for
      the
      surviving provisions of this Agreement as described at Section
      7.15.

     

    4.5
       Termination
      of Employment by the Executive without Good Reason.
      The
      Executive may terminate the Executive’s employment with the Company at any time
      without Good Reason. If the Executive terminates his employment without the
      occurrence of any of the events constituting “Good
      Reason”
and
      the
      termination is not due to the Executive’s death or disability, then the
      termination by the Executive is without Good Reason. If the Executive terminates
      the Executive’s employment with the Company without Good Reason, the Executive
      shall have no right to receive any compensation or benefit hereunder on and
      after the effective date of the termination of employment, except that the
      Executive shall be entitled to receive the Executive’s Annual Salary, and other
      benefits that are earned and accrued under this Agreement or under applicable
      Company benefit plans prior to the date of termination, any earned and accrued
      bonuses as provided in the Bonus Plan, and reimbursement under this Agreement
      for expenses incurred prior to the date of termination. This Agreement shall
      otherwise terminate upon such termination of employment and the Executive shall
      have no further rights or obligations hereunder except for the surviving
      provisions of this Agreement as described at Section 7.15.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.6
       Termination
      upon Expiration and Non-Renewal of Agreement.
      The
      Company may terminate the Executive’s employment by Non-Renewal of the Term in
      accordance with the provisions of Section 1 and Section 7.6 hereof, and the
      Severance Package provisions of Section 5 shall apply. If the Executive
      terminates employment by Non-Renewal, it will be treated as a termination of
      employment without Good Reason. This Agreement shall otherwise terminate upon
      such termination of employment and the Executive shall have no further rights
      or
      obligations hereunder except for the surviving provisions of this Agreement
      as
      described at Section 7.15.

     

    5.
       Severance
      Package for Certain Terminations of Employment.
      The
      Executive shall be entitled to certain rights and shall be bound by certain
      obligations as described in this Section 5 (the “Severance
      Package”)
      if the
      Executive’s employment terminates because of the Non-Renewal by the Company of
      this Agreement, or if the Company terminates the Executive’s employment without
      Cause, or if the Executive terminates the Executive’s employment for Good
      Reason. For purposes of this Agreement, the “Severance
      Package”
shall
      consist of all of the following rights and obligations: 

     

    a.
       other
      than as set forth in this Section 5 generally, the Executive shall have no
      right
      to receive any compensation or benefit hereunder on and after the effective
      date
      of the termination of employment, except that the Executive shall be entitled
      to
      receive the Executive’s Annual Salary, and other benefits that are earned and
      accrued under this Agreement and under applicable Company benefit plans prior
      to
      the date of termination, any earned and accrued bonuses as provided in the
      Bonus
      Plan, and reimbursement under this Agreement for expenses incurred prior to
      the
      date of termination; 

     

    b.
       subject
      to the execution of a general release of claims in favor of the Company as
      set
      forth in Attachment
      “B”,
      the
      Executive shall receive both: 

     

    (i)
      a
      cash payment equal to two (2) times the sum of (w) the Executive’s Annual Salary
      (as in effect on the effective date of such termination excluding any reduction
      not permitted by this Agreement) plus
      (x) the average of the Executive’s Annual Bonus actually earned for the two
      of the last three full fiscal years that would result in the highest average
      (“Average
      Annual Bonus”),
      payable in equal installments over the period that corresponds to the period
      during which the covenants provided in Section 6.2 hereof are to be applicable
      in accordance with the Company’s usual and customary salary payroll practices,
      commencing on the first payday following Executive’s termination.  (If,
      at
      the time of a termination to which this sub-subparagraph b(i) applies, at least
      three full fiscal years have not occurred, then to the extent necessary to
      calculate the Average Annual Bonus for the last three years as set forth above,
      the annual bonus or bonuses payable to Executive by Executive’s former employer
      shall be used); provided,
      however,
      that in
      the event the termination of employment is in connection with a Non-Renewal
      by
      the Company, such payments shall equal the sum of (y) the Executive’s Annual
      Salary (as in effect on the effective date of such termination excluding any
      reduction not permitted by this Agreement) plus
      (z) the
      Executive’s Average Annual Bonus, which together shall be payable in equal
      installments over a twelve (12) month period in accordance with the Company’s
      usual and customary salary payroll practices (and
      made
      payable to the Executive’s estate in the event that the Executive dies prior to
      the expiration of such period),
      commencing on the first payday following Executive’s termination; and
provided,
      further,
      that if
      the covenants provided in Section 6.2 are not
      applicable, in a single lump sum within five (5) days of termination of
      employment; provided,
      further,
      that if
      the Executive is a “key employee” within the meaning of Internal Revenue Code of
      1986, as amended, Section 409A (“Section 409A”) payments shall not commence (or
      be made in the case of a lump sum payment) until six months following the
      Executive’s separation from service to the extent necessary to avoid the
      imposition of the additional 20% tax under Section 409A (and in the case of
      installment payments, the first payment shall include all installment payments
      required by this subsection that otherwise would have been made during such
      six
      month period);
      and


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)
      for
      a period of twelve (12) months after termination of employment such continuing
      health benefits (including any medical, vision or dental benefits), under the
      Company’s health plans and programs applicable to senior executives of the
      Company generally as the Executive would have received under this Agreement
      (and
      at such costs to the Executive) as would have applied in the absence of such
      termination or expiration (but not taking into account any post-termination
      increases in Annual Salary that may otherwise have occurred without regard
      to
      such termination and that may have favorably affected such benefits) it being
      expressly understood and agreed that nothing in this clause (b)(ii) shall
      restrict the ability of the Company to generally amend or terminate such plans
      and programs from time to time in its sole discretion; provided,
      however,
      that
      the Company shall in no event be required to provide such coverage after such
      time as the Executive becomes entitled to receive health benefits from another
      employer or recipient of the Executive’s services (and provided, further, that
      such entitlement shall be determined without regard to any individual waivers
      or
      other arrangements); 

     

    c.
       subject
      to the execution of a general release of claims in favor of the Company as
      set
      forth in Attachment
      “B”,
      the
      Executive’s outstanding and unvested Shares (as defined in Attachment “A”) that
      would have vested in the calendar year employment terminates (treating
      the performance criteria for the year of termination as fully
      satisfied)
      shall
      be vested, any outstanding options to acquire shares of Company stock shall
      immediately be vested and shall be exercisable by the Executive or, in the
      case
      of the Executive’s death, by the beneficiaries of Executive’s estate, for one
      (1) year following the termination (or, if shorter, the balance of the regular
      term of the options); provided,
      however,
      that if
      such termination of employment occurs in connection with or on or after a change
      of control, all of the Executive’s outstanding awards of Shares shall
      immediately be vested (treating the performance criteria for the applicable
      year(s) as fully satisfied). 

     

    This
      Agreement shall otherwise terminate upon such termination of employment and
      the
      Executive shall have no further rights hereunder except for surviving provisions
      of this Agreement as provided in Section 7.15.

     

    6. Covenants
      of the Executive.

     

    6.1 General
      Covenants of the Executive.
      The
      Executive acknowledges that (a) the principal business of the Company is the
      acquisition, development and ownership of interests in hotel and resort
      properties including full service hotels and resorts, limited service hotels,
      extended stay hotels and upper upscale and luxury resorts (such business, and
      any and all other businesses that after the date hereof, and from time to time
      during the Term, become material with respect to the Company’s then-overall
      business, herein being collectively referred to as the “Business”);
      (b)
      the Company knows of a limited number of persons who have developed the
      Company’s Business; (c) the Company’s Business is, in part, national in scope;
      (d) the Executive’s work for the Company and its subsidiaries (and the
      predecessors of either) has given and will continue to give the Executive access
      to the confidential affairs and proprietary information of the Company and
      to
“trade secrets,” as defined in Section 688.002(4) of the Florida Statutes, of
      the Company and its subsidiaries; (e) the covenants and agreements of the
      Executive contained in this Section 6 are essential to the business and goodwill
      of the Company; and (f) the Company would not have entered into this Agreement
      but for the covenants and agreements set forth in this Section 6. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.2 Covenant
      Against Competition.
      The
      covenant against competition herein described shall apply as follows:


     

    a.
       during
      the Term; 

     

    b.
       for
      a
      period of one (1) year following a termination of the Executive’s employment by
      the Company for Cause, by the Company without Cause, by the Executive without
      Good Reason or by either party after Non-Renewal; 

     

    c.
       for
      a
      period of two (2) years following a termination of the Executive’s employment by
      the Executive for Good Reason; or 

     

    d.
       as
      to
      Section 6.2(bb) and (dd), at any time during and after the Executive’s
      employment with the Company and its subsidiaries (and the predecessors of
      either). 

     

    During
      the time periods for described hereinabove, the Executive covenants as follows:
      

     

    aa. The
      Executive shall not, directly or indirectly, own, manage, control or participate
      in the ownership, management, or control of, or be employed or engaged by or
      otherwise affiliated or associated as an employee, employer, consultant, agent,
      principal, partner, stockholder, corporate officer, director or in any other
      individual or representative capacity, engage or participate in any business
      that owns and operates hotel and resort properties, or is a real estate
      investment trust which owns hotel and resort properties, or in the business
      of
      providing hotel management or consulting services, and that has assets, or
      provides services to entities that have assets, in excess of Seven Hundred
      Fifty
      Million and No/00 Dollars ($750,000,000), and such business is in competition
      in
      any manner whatsoever with the Business of the Company in any state or country
      or other jurisdiction in which the Company conducts its Business; provided,
      however,
      that,
      notwithstanding the foregoing, (i) the Executive may own or participate in
      the
      ownership of any entity which he owned or managed or participated in the
      ownership or management of prior to the Effective Date which ownership,
      management or participation has been disclosed to the Company; and (ii) the
      Executive may invest in securities of any entity, solely for investment purposes
      and without participating in the business thereof, if (A) such securities are
      traded on any national securities exchange or the National Association of
      Securities Dealers, Inc. Automated Quotation System or equivalent non-U.S.
      securities exchange, (B) the Executive is not a controlling person of, or a
      member of a group which controls, such entity and (C) the Executive does not,
      directly or indirectly, own one percent (1%) or more of any class of securities
      of such entity.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    bb. Except
      in
      connection with the business and affairs of the Company and its affiliates:
      the
      Executive shall keep secret and retain in strictest confidence, and shall not
      use for his benefit or the benefit of others, all confidential matters relating
      to the Business and the business of any of its affiliates and to the Company
      and
      any of its affiliates, learned by the Executive heretofore or hereafter directly
      or indirectly from the Company or any of its subsidiaries (or any predecessor
      of
      either) (the “Confidential
      Company Information”),
      including, without limitation, information with respect to the Business and
      any
      aspect thereof, profit or loss figures, and the Company’s or its affiliates’ (or
      any of their predecessors) properties, and shall not disclose such Confidential
      Company information to anyone outside of the Company except with the Company’s
      express written consent and except for Confidential Company Information which
      (i) at the time of receipt or thereafter becomes publicly known through no
      wrongful act of the Executive; (ii) is clearly obtainable in the public domain;
      (iii) was not acquired by the Executive in connection with the Executive’s
      employment or affiliation with the Company; (iv) was not acquired by the
      Executive from the Company or its representatives or from a third-party who
      has
      an agreement with the Company not to disclose such information; or (v) is
      required to be disclosed by rule of law or by order of a court or governmental
      body or agency. For purposes of this Agreement, “affiliate”
      means,
      with respect to the Company, any person, partnership, corporation or other
      entity that controls, is controlled by or is under common control with the
      Company within the meaning of Rule 405 of Regulation C under the Securities
      Act of 1933, as now in effect or as hereafter amended.

     

    cc. The
      Executive shall not, without the Company’s prior written consent, directly or
      indirectly, (i) knowingly solicit or knowingly encourage to leave the employment
      or other service of the Company or any of its affiliates, any employee thereof
      or knowingly hire (on behalf of the Executive or any other person or entity)
      any
      employee who has left the employment or other service of the Company or any
      of
      its affiliates (or any predecessor of either) within one (1) year of the
      termination of such employee’s or independent contractor’s employment or other
      service with the Company and its affiliates; or (ii) whether for the Executive’s
      own account or for the account of any other person, firm, corporation or other
      business organization, intentionally interfere with the Company’s or any of its
      affiliates, relationship with, or endeavor to entice away from the Company
      or
      any of its affiliates, any person who during the Executive’s employment with the
      Company and its affiliates (or the predecessors of either) is or was a customer
      or client of the Company or any of its affiliates (or any predecessor of
      either). 

     

    dd. All
      memoranda, notes, lists, records, property and any other tangible product and
      documents (and all copies thereof) made, produced or compiled by the Executive
      or made available to the Executive concerning the Business of the Company and
      its affiliates shall be the Company’s property and shall be delivered to the
      Company at any time on request.

     

    6.3 Rights
      and Remedies upon Breach.
      The
      Executive acknowledges and agrees that any breach by him of any of the
      provisions of Sections 6.1 or 6.2 (the “Restrictive
      Covenants”)
      would
      result in irreparable injury and damage for which money damages would not
      provide an adequate remedy. Therefore, if the Executive breaches, or threatens
      to commit a breach of, any of the Restrictive Covenants, the Company and its
      affiliates shall have the right and remedy to have the Restrictive Covenants
      specifically enforced (without posting bond and without the need to prove
      damages) by any court having equity jurisdiction, including, without limitation,
      the right to an entry against the Executive of restraining orders and
      injunctions (preliminary, mandatory, temporary and permanent) against
      violations, threatened or actual, and whether or not then continuing, of such
      covenants. This right and remedy shall be in addition to, and not in lieu of,
      any other rights and remedies available to the Company and its affiliates under
      law or in equity (including, without limitation, the recovery of damages).
      The
      existence of any claim or cause of action by the Executive, whether predicated
      on this Agreement or otherwise, shall not constitute a defense to the
      enforcement of the Restrictive Covenants. The Company has the right to cease
      making the payments provided as part of the Severance Package in the event
      of a
      material breach of any of the Restrictive Covenants that, if capable of cure
      and
      not willful, is not cured within thirty (30) days after receipt of notice
      thereof from the Company.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. Other
      Provisions.

     

    7.1 Severability.
      The
      Executive acknowledges and agrees that the Executive has had an opportunity
      to
      seek advice of counsel in connection with this Agreement; and that the
      Restrictive Covenants are reasonable in geographical and temporal scope and
      in
      all other respects. If it is determined that any of the provisions of this
      Agreement, including, without limitation, any of the Restrictive Covenants,
      or
      any part thereof, is invalid or unenforceable, the remainder of the provisions
      of this Agreement shall not thereby be affected and shall be given full affect,
      without regard to the invalid portions.

     

    7.2 Duration
      and Scope of Covenants.
      If any
      court or other decision maker of competent jurisdiction determines that any
      of
      the Executive’s covenants contained in this Agreement, including, without
      limitation, any of the Restrictive Covenants, or any part thereof, are
      unenforceable because of the duration or geographical scope of such provision,
      then, after such determination has become final and unappealable, the duration
      or scope of such provision, as the case may be, shall be reduced so that such
      provision becomes enforceable and, in its reduced form, such provision shall
      then be enforceable and shall be enforced.

     

    7.3 Enforceability
      of Restrictive Covenants; Jurisdictions.
      The
      Company and the Executive intend to and hereby consent to jurisdiction to
      enforce the Restrictive Covenants upon the courts of any jurisdiction within
      the
      geographical scope of the Restrictive Covenants. If the courts of any one or
      more of such jurisdictions hold the Restrictive Covenants wholly unenforceable
      by reason of breadth of scope or otherwise it is the intention of the Company
      and the Executive that such determination not bar or in any way affect the
      Company’s right, or the right of any of its affiliates, to the relief provided
      above in the courts of any other jurisdiction within the geographical scope
      of
      such Restrictive Covenants, as to breaches of such Restrictive Covenants in
      such
      other respective jurisdictions, such Restrictive Covenants as they relate to
      each jurisdiction’s being, for this purpose, severable, diverse and independent
      covenants, subject, where appropriate, to the doctrine of res judicata.


     

    7.4 Arbitration.
      Except
      with regard to Section 6, all disputes between the parties or any claims
      concerning the performance, breach, construction or interpretation of this
      Agreement, or in any manner arising out of this Agreement, shall be submitted
      to
      binding arbitration in accordance with the Commercial Arbitration Rules, as
      amended from time to time, of the American Arbitration Association (the
“AAA”),
      which
      arbitration shall be carried out in the manner set forth below:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    a.
       Within
      fifteen (15) days after written notice by one party to the other party of its
      demand for arbitration, which demand shall set forth the name and address of
      its
      designated arbitrator, the other party shall appoint its designated arbitrator
      and so notify the demanding party. Within fifteen (15) days thereafter, the
      two
      arbitrators so appointed shall appoint the third arbitrator. If the two
      appointed arbitrators cannot agree on the third arbitrator, then the AAA shall
      appoint an independent arbitrator as the third arbitrator. The dispute shall
      be
      heard by the arbitrators within ninety (90) days after appointment of the third
      arbitrator. The decision of any two (2) or all three (3) of the arbitrators
      shall be binding upon the parties without any right of appeal. The decision
      of
      the arbitrators shall be final and binding upon the Company, its successors
      and
      assigns, and upon Executive, his heirs, personal representatives, and legal
      representatives

     

    b.
       The
      arbitration proceedings shall take place in Orlando, Florida, and the judgment
      and determination of such proceedings shall be binding on all parties. Judgment
      upon any award rendered by the arbitrators may be entered into any court having
      competent jurisdiction without any right of appeal.

     

    c.
       Each
      party shall pay its or his own expenses of arbitration, and the expenses of
      the
      arbitrators and the arbitration proceeding shall be shared equally. However,
      if
      in the opinion of a majority of the arbitrators, any claim or defense was
      unreasonable, the arbitrators may assess, as part of their award, all or any
      part of the arbitration expenses of the other party (other than attorneys’ fees,
      which are addressed in Section 7.5 below) and of the arbitrators and the
      arbitration proceeding.

     

    7.5 Attorneys’
      Fees.
      In the
      event of any legal proceeding (including an arbitration proceeding) relating
      to
      this Agreement or any term or provision thereof, the losing party shall be
      responsible to pay or reimburse the prevailing party for all reasonable
      attorneys’ fees and expenses incurred by the prevailing party in connection with
      such proceeding.

     

    7.6 Notices.
      Any
      notice, consent or other communication required or permitted hereunder shall
      be
      in writing and shall be delivered personally, telegraphed, telexed, sent by
      facsimile transmission or sent by certified, registered or express mail, postage
      prepaid. Any such notice, consent or other communication shall be deemed given
      when so delivered personally, delivered by overnight courier, telexed or sent
      by
      facsimile transmission or, if mailed, five days after the date of deposit in
      the
      United States mails as follows:

     

    a. If
      to the
      Company, to:

     

    CNL
      Hotels & Resorts, Inc.

    CNL
      Center at City Commons

    450
      South
      Orange Avenue

    Orlando,
      Florida 32801

    Attention:
      Chairman (James M. Seneff, Jr.)

    Facsimile:
      (407) 650-1011

    


    with
      a
      copy in either case to:

     

    Greenberg
      Traurig, LLP

    The
      MetLife Building

    200
      Park
      Avenue

     

    New
      York,
      NY 10166

     

    Attention:
      Judith D. Fryer, Esq.

     

    Facsimile:
      (212) 805-9330

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b. If
      to the
      Executive, to:

     

    Mark
      Patten 

    6240
      Donegal Drive

    Orlando,
      FL 32819

    Fascimile:
      (407) 876-9554

    


    with
      a
      copy in either case to:

     

    Baker
      & Hostetler LLP

    SunTrust
      Center 

    200
      South
      Orange Avenue, Suite 2300

    Orlando,
      Florida 32801

    Attention:
      G. Thomas Ball, Esq. 

    Facsimile:
      (407) 841-0168

    


    Any
      such
      person may by notice given in accordance with this Section to the other parties
      hereto designate another address or person for receipt by such person of notices
      hereunder.

     

    7.7 Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements, written or oral,
      with
      the Company or its subsidiaries (or any predecessor of either).

     

    7.8 Waivers
      and Amendments.
      This
      Agreement may be amended, superseded, canceled, renewed or extended, and the
      terms hereof may be waived, only by a written instrument signed by the parties
      or, in the case of a waiver, by the party waiving compliance. No delay on the
      part of any party in exercising any right, power or privilege hereunder shall
      operate as a waiver thereof, nor shall any waiver on the part of any party
      of
      any such right, power or privilege nor any single or partial exercise of any
      such right, power or privilege, preclude any other or further exercise thereof
      or the exercise of any other such right, power or privilege. If the Executive
      is
      terminated without Cause or is terminated due to a Non-Renewal of this Agreement
      by the Company, the Company hereby waives, as to the Executive only, the no-hire
      provision in the Merger Agreement.

     

    7.9 GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF FLORIDA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     

    7.10 Assignment.
      This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive; any purported assignment by the Executive in
      violation hereof shall be null and void. In the event of any sale, transfer
      or
      other disposition of all or substantially all of the Company’s assets or
      business, whether by merger, consolidation or otherwise, the Company may assign
      this Agreement and its rights hereunder.

     

    7.11 Withholding.
      The
      Company shall be entitled to withhold from any payments or deemed payments
      any
      amount of withholding required by law. In
      the
      event that the Company determines that any federal, state, local or foreign
      tax
      or withholding payment is required relating to the vesting in or delivery of
      Shares, the Company shall have the right to require such payments from the
      Executive or withhold such amounts from other payments due to the Executive
      from
      the Company or any affiliate, or to withhold Shares that would otherwise have
      been issued to the Executive. The
      Executive shall have the right to elect, in his discretion, the manner in which
      such payments shall be made or withheld. No
      other
      taxes, fees, impositions, duties or other charges or offsets of any kind shall
      be deducted or withheld from amounts payable hereunder, unless otherwise
      required by law.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.12 No
      Duty to Mitigate.
      The
      Executive shall not be required to mitigate damages or the amount of any payment
      provided for under this Agreement by seeking other employment or otherwise,
      nor
      will any payments hereunder be subject to offset in the event the Executive
      does
      mitigate.

     

    7.13 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors, permitted assigns, heirs, executors and legal
      representatives.

     

    7.14 Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original but all such
      counterparts together shall constitute one and the same instrument. Each
      counterpart may consist of two copies hereof each signed by one of the parties
      hereto.

     

    7.15 Survival.
      Anything contained in this Agreement to the contrary notwithstanding, the
      provisions of Sections 3.7, 4, 5, 6, 7.3, 7.4, 7.5, 7.11, 7.12, 7.18, 7.19
      and
      7.21 and the other provisions of this Section 7 (to the extent necessary to
      effectuate the survival of Sections 4, 5, 6, 7.3, 7.4, 7.11, and 7.12) shall
      survive the termination of this Agreement and any termination of the Executive’s
      employment hereunder. 

     

    7.16 Existing
      Agreements.
      Executive represents to the Company that the Executive is not subject or a
      party
      to any employment or consulting agreement, non-competition covenant or other
      agreement, covenant or understanding which might prohibit the Executive from
      executing this Agreement or limit the Executive’s ability to fulfill the
      Executive’s responsibilities hereunder.

     

    7.17 Headings.
      The
      headings in this Agreement are for reference only and shall not affect the
      interpretation of this Agreement.

     

    7.18 Parachute
      Provisions.
      If any
      amount payable to or other benefit receivable by the Executive pursuant to
      this
      Agreement is deemed to constitute a Parachute Payment (as defined below), alone
      or when added to any other amount payable or paid to or other benefit receivable
      or received by the Executive which is deemed to constitute a Parachute Payment
      (whether or not under an existing plan, arrangement or other agreement), and
      would result in the imposition on the Executive of an excise tax under Section
      4999 of the Internal Revenue Code of 1986, as amended, then, in addition to
      any
      other benefits to which the Executive is entitled under this Agreement, the
      Executive shall be paid by the Company an amount in cash equal to the sum of
      the
      excise taxes payable by the Executive by reason of receiving Parachute Payments
      plus the amount necessary to put the Executive in the same after-tax position
      (taking into account any and all applicable federal, state and local excise,
      income or other taxes at the highest applicable rates on such Parachute Payments
      and on any payments under this Section 7.18) as if no excise taxes had been
      imposed with respect to Parachute Payments. The amount of any payment under
      this
      Section 7.18 shall be computed by a certified public accounting firm mutually
      and reasonably acceptable to the Executive and the Company, the computation
      expenses of which shall be paid by the Company. “Parachute Payment” shall mean
      any payment deemed to constitute a “parachute payment” as defined in Section
      280G of the Internal Revenue Code of 1986, as amended.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.19 Company’s
      Repurchase of Certain Shares.
      At the
      Excutive’s option, exercisable
      at any time within twelve (12) months after the date Shares
      (as defined in Attachment “A”)
      (including any additional shares of the Company’s Common Stock then owned by the
      Executive and attributable to such Shares as a result of a stock dividend,
      stock-split, or recapitalization of the Company) are includible in Executive’s
      taxable income, the Company shall
      purchase from the Executive an amount of shares of the Company’s Stock then
      owned by the Executive sufficient to pay the difference between the income
      tax
      attributable to the inclusion of the value of such Shares in Executive’s taxable
      income and the amount previously withheld
      (“Put
      Right”); provided, however, that such Put Right shall not be exercisable with
      regard to any shares of the Company’s Stock the repurchase of which would result
      in an accounting charge to the Company. The Executive’s Put Right shall be
      exercisable at the fair market value of the shares as of the date such Put
      Right
      is exercised (the “Purchase Price”) as determined in good faith by the Company.
      Unless the Company and the Executive shall mutually agree upon other terms,
      the
      Purchase Price shall be paid in cash or other readily available funds, to be
      paid to the Executive thirty (30) days from the date that the Executive elects
      to exercise his Put Right. If
      the
      shares Company Common Stock are listed on an established national or regional
      stock exchange or are admitted to quotation on The Nasdaq Stock Market, Inc.,
      or
      are publicly traded in an established securities market, the foregoing Put
      Right
      shall terminate as of the first date that the shares of Common Stock are so
      listed, quoted or publicly traded.

     

    7.20 Effective
      Date.
      The
      Effective Date shall be the Effective Time (as such term is defined in the
      Merger Agreement). 

     

    7.21 Indemnification.
      Subject
      to the Company’s
      Articles of Incorporation and Bylaws, the Company shall indemnify the Executive
      with respect to his performance of services hereunder on the Company’s
      and its
      affiliates’
      behalf,
      to the fullest extent allowed under the laws of the State of Florida, and if
      such is held not to be applicable, then to the fullest extent allowed under
      the
      laws of the state of the Company’s
      incorporation.  

     

    


    IN
      WITNESS WHEREOF, the parties hereto have signed their names to this Employment
      Agreement as of the day and year set forth below.

    


    
 

     

     

    
      	 	 	 COMPANY:
              
	 	         
              CNL HOTELS & RESORTS, INC., a Maryland corporation:
	 
 	 
 	 
 
	Date:
              June 15, 2006	By:  	/s/ Thomas
              J.
              Hutchison III
	 	
              
Name:
              Thomas J. Hutchison III
	 	Title: CEO


    

     

     

    
      	 	 	 EXECUTIVE:
              
	 	 
	 
 	 
 	 
 
	Date: June
              15, 2006	By:  	/s/ Mark
              E.
              Patten 
	 	
              
Name:
              Mark E. Patten 
	 	 





    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    MARK
      PATTEN

    EMPLOYMENT
      AGREEMENT

    


    ATTACHMENT
      “A”

     

    A. BONUS
      COMPENSATION

     

    1. Annual
      Bonus Compensation.
      Executive shall be eligible to participate in the Bonus Plan during the term
      of
      this Agreement. Executive’s
      bonus
      will be subject to Executive’s achievement of performance criteria established
      annually by the Compensation Committee: 

    


    1.1.
       For
      Threshold level, Executive shall receive 50% of his Annual Salary as bonus
      compensation; 

    


    1.2. For
      Target level, Executive shall receive 75% of his Annual Salary as bonus
      compensation;
      and


    


    1.3. For
      Maximum level, Executive shall receive 100% of his Annual Salary as bonus
      compensation.

    


    For
      purpose of the Annual Bonus, Annual Salary means the Annual Salary paid the
      Executive during the calendar or portion of the calendar year covered by the
      bonus. Any bonus compensation in excess of 100% of Executive’s Annual Salary may
      be paid, in whole or in part, at the option of the Executive, in shares of
      the
      Company’s common stock. Executive’s performance criteria shall be established
      annually by the Compensation Committee. For each fiscal year, Executive’s bonus,
      if any, will be paid to Executive in a lump sum on or before seventy five (75)
      days after the end of such fiscal year. 

    


    2. Withholding.
      All
      amounts payable to Executive hereunder shall be subject to all required federal,
      state or local income tax or other withholding by the Company.

     

    B. OTHER
      BENEFITS AND PAYMENTS 

     

    


    3.
       Shares.
      Subject
      to the Company’s 2004 Omnibus Long-Term Incentive Plan,
      as an
      incentive bonus, shares of the Company’s common stock (“Shares”) shall be
      granted to the Executive in accordance with the following provisions:


     

    3.1. A
      total
      of eighteen thousand (18,000) Shares shall be granted in the form of stock
      units
      which shall vest in four equal installments on each of December 31, 2006,
      December 31, 2007, December 31, 2008 and December 31, 2009, if Executive then
      remains in service to the Company. The shares related to the vested stock units
      shall be delivered to the Executive when vested.

     

    3.2 A
      total
      of eighty-two thousand (82,000) Shares shall be granted in the form of stock
      units which shall be subject to vesting based on the achievement of performance
      criteria over partial year, annual and cumulative performance periods starting
      December 31, 2006 and ending on the last day of each calendar year through
      December 31, 2009, as determined by the Compensation Committee
      and the
      shares related to the vested stock units shall be delivered to the Executive
      when vested or, to the extent vested, on an earlier termination of employment.
      

     

    3.3 Delivery
      of shares of Company common stock subject to the stock units shall be delayed
      six months if such delivery is made in connection with the Executive’s
      separation from service and such delay is necessary to avoid the 20% additional
      tax imposed by Section 409A. In the event share delivery is delayed, at the
      same
      time the Shares are delivered, the Executive shall receive an amount equal
      to
      the dividend(s) that would be payable on the number of Shares subject to the
      delayed delivery if the record date of such dividend(s) is after the date of
      the
      Executive’s separation from service and prior to the delivery of the shares to
      the Executive.

     

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    MARK
      PATTEN

    EMPLOYMENT
      AGREEMENT

    


    ATTACHMENT
      “B”

    


     

    General
      Release of Claims If Executive Is 40 Years-Old or Older on the Date of
      Execution

    


    


    Consistent
      with Section 5 of the Employment Agreement dated _______ __, 2006 between me
      and
      CNL Hotels & Resorts Inc. (the “Employment Agreement”) and in consideration
      for and contingent upon my receipt of the Severance Package set forth in
      Sections 5(b) and 5(c) of the Employment Agreement, I, for myself, my attorneys,
      heirs, executors, administrators, successors, and assigns, do hereby fully
      and
      forever release and discharge CNL Hotels & Resorts Inc. and its affiliated
      entities (as defined in the Employment Agreement), as well as their
      predecessors, successors, assigns, and their current or former directors,
      officers, partners, agents, employees, attorneys, and administrators from all
      suits, causes of action, and/or claims, demands or entitlements of any nature
      whatsoever, whether known, unknown, or unforeseen, which I have or may have
      against any of them arising out of or in connection with my employment by CNL
      Hotels & Resorts Inc., the Employment Agreement, the termination of my
      employment with CNL Hotels & Resorts Inc., or any event, transaction, or
      matter occurring or existing on or before the date of my signing of this General
      Release, except that I am not releasing any (a) right to indemnification that
      I
      may otherwise have, (b)
      right to
      Annual Salary and benefits under applicable benefit plans that are earned and
      accrued but unpaid as of the date of my signing this General Release, (c) right
      to reimbursement for business expenses incurred and not reimbursed as of the
      date of my signing this General Release, (d) right to any bonus payment(s)
      under
      the Bonus Plan that are earned and accrued for the most recent completed
      calendar year for which a bonus payment has not then been paid as of the date
      of
      my signing this General Release, or
      (e)
      claims arising after the date of my signing this General Release. I agree not
      to
      file or otherwise institute any claim, demand or lawsuit seeking damages or
      other relief and not to otherwise assert any claims, demands or entitlements
      that are lawfully released herein. I further hereby irrevocably and
      unconditionally waive any and all rights to recover any relief or damages
      concerning the claims, demands or entitlements that are lawfully released
      herein. I represent and warrant that I have not previously filed or joined
      in
      any such claims, demands or entitlements against CNL Hotels & Resorts Inc.
      or the other persons released herein and that I will indemnify and hold them
      harmless from all liabilities, claims, demands, costs, expenses and/or
      attorneys’ fees incurred as a result of any such claims, demands or
      lawsuits.

    


    Except
      as
      otherwise expressly provided above, this General Release specifically includes,
      but is not limited to, all claims of breach of contract, employment
      discrimination (including any claims coming within the scope of Title VII of
      the
      Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers
      Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities
      Act,
      the Family and Medical Leave Act, and any comparable Florida law, all as
      amended, or any other applicable federal, state, or local law), claims under
      the
      Employee Retirement Income Security Act, as amended, claims under the Fair
      Labor
      Standards Act, as amended (or any other applicable federal, state or local
      statute relating to payment of wages), claims concerning recruitment, hiring,
      termination, salary rate, severance pay, stock options, wages or benefits due,
      sick leave, holiday pay, vacation pay, life insurance, group medical insurance,
      any other fringe benefits, worker’s compensation, termination, employment
      status, libel, slander, defamation, intentional or negligent misrepresentation
      and/or infliction of emotional distress, together with any and all tort,
      contract, or other claims which might have been asserted by me or on my behalf
      in any suit, charge of discrimination, or claim against CNL Hotels & Resorts
      or the persons released herein. 

    


    I
      acknowledge that I have been given an opportunity of twenty-one (21) days to
      consider this General Release and that I have been encouraged by CNL Hotels
      & Resorts Inc. to discuss fully the terms of this General Release with legal
      counsel of my own choosing. Moreover, for a period of seven (7) days following
      my execution of this General Release, I shall have the right to revoke the
      waiver of claims arising under the Age Discrimination in Employment Act, a
      federal statute that prohibits employers from discriminating against employees
      who are age 40 or over. If I elect to revoke this General Release within this
      seven-day period, I must inform CNL Hotels & Resorts Inc. by delivering a
      written notice of revocation to CNL Hotels & Resorts Inc.’s Director of
      Human Resources, ________________________, no
      later
      than 11:59 p.m. on the seventh calendar day after I sign this General Release.
      I
      understand that, if I elect to exercise this revocation right, this General
      Release shall be voided in its entirety and CNL Hotels & Resorts Inc. shall
      be relieved of all obligations to make the portion of the Severance Package
      described in Section 5(b) and (c) of the Employment Agreement. I may, if I
      wish,
      elect to sign this General Release prior to the expiration of the 21-day
      consideration period, and I agree that if I elect to do so, my election is
      made
      freely and voluntarily and after having an opportunity to consult
      counsel.

    


    


    


    AGREED:

    


    


    [Form
      of Agreement Only - Do No Execute] 

    _____________________________  ______________________________

    Mark
      Patten    Date