Exhibit 10.25
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the fourteenth day of February, 2006, between Morgans
Hotel Group Co., a Delaware corporation (the "Company"), and Marc Gordon (the
"Executive") which shall become effective upon the closing date (the "Effective
Date") of the initial public offering of the shares of common stock, par value
$0.01 per share, (the "Common Stock") of the Company pursuant to the
registration statement on Form S-1 (Reg. No. 333-129277) (the "IPO").
1.
EMPLOYMENT PERIOD. THE COMPANY HEREBY
AGREES TO EMPLOY THE EXECUTIVE, AND THE EXECUTIVE HEREBY AGREES TO WORK IN THE
EMPLOY OF THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
FOR THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE FOURTH
ANNIVERSARY OF THE EFFECTIVE DATE (THE "EMPLOYMENT PERIOD"). COMMENCING ON THE
FOURTH ANNIVERSARY OF THE EFFECTIVE DATE AND ON EACH ANNIVERSARY THEREAFTER, THE
EMPLOYMENT PERIOD SHALL BE AUTOMATICALLY EXTENDED FOR ONE YEAR TERMS UNLESS
EITHER THE COMPANY OR THE EXECUTIVE SHALL GIVE THE OTHER PARTY NOT LESS THAN
90 DAYS PRIOR WRITTEN NOTICE OF THE INTENTION TO NOT EXTEND THIS AGREEMENT (A
"NON-RENEWAL NOTICE").
2.
TERMS OF EMPLOYMENT.
(A)
POSITION AND DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, THE
EXECUTIVE SHALL SERVE AS CHIEF INVESTMENT OFFICER AND EXECUTIVE VICE PRESIDENT
OF CAPITAL MARKETS OF THE COMPANY WITH THE APPROPRIATE AUTHORITY, DUTIES AND
RESPONSIBILITIES ATTENDANT TO SUCH POSITION AND ANY OTHER DUTIES THAT MAY
REASONABLY BE ASSIGNED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER OR THE COMPANY'S
BOARD OF DIRECTORS (THE "BOARD") CONSISTENT WITH HIS POSITION AS CHIEF
INVESTMENT OFFICER AND EXECUTIVE VICE PRESIDENT OF CAPITAL MARKETS.
(II)
DURING THE EMPLOYMENT PERIOD, AND
EXCLUDING ANY PERIODS OF VACATION AND SICK LEAVE TO WHICH THE EXECUTIVE IS
ENTITLED, THE EXECUTIVE AGREES TO DEVOTE SUBSTANTIALLY ALL OF THE EXECUTIVE'S
BUSINESS TIME, ATTENTION AND ENERGIES TO THE PERFORMANCE OF THE DUTIES ASSIGNED
TO THE EXECUTIVE HEREUNDER, AND TO PERFORM SUCH DUTIES FAITHFULLY, DILIGENTLY
AND TO THE BEST OF THE EXECUTIVE'S ABILITIES AND SUBJECT TO SUCH LAWS, RULES,
REGULATIONS AND POLICIES FROM TIME TO TIME APPLICABLE TO THE COMPANY'S OTHER
EXECUTIVES. NOTWITHSTANDING THE ABOVE, EXECUTIVE SHALL BE ENTITLED TO ATTEND TO
PERSONAL AND FAMILY AFFAIRS AND INVESTMENTS, BE INVOLVED IN NOT FOR PROFIT,
CHARITABLE AND PROFESSIONAL ACTIVITIES AND SERVE ON UP TO TWO FOR PROFIT BOARDS,
PROVIDED THAT THE FOREGOING DOES NOT, IN THE AGGREGATE, MATERIALLY INTERFERE
WITH EXECUTIVE'S RESPONSIBILITIES HEREUNDER. THE BOARD HEREBY APPROVES
EXECUTIVE'S SERVICE ON THE BOARDS SET FORTH IN EXHIBIT A HERETO.
(B)
COMPENSATION.
(I)
ANNUAL BASE SALARY. DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE SHALL RECEIVE AN ANNUAL BASE SALARY ("ANNUAL
BASE SALARY") OF AT LEAST $650,000, WHICH SHALL BE SUBJECT TO ANNUAL REVIEW AND
INCREASE. NO INCREASE IN ANNUAL BASE SALARY SHALL LIMIT OR REDUCE ANY OTHER
RIGHT OF OR OBLIGATION TO THE EXECUTIVE UNDER THIS AGREEMENT. ANNUAL BASE SALARY
SHALL NOT BE REDUCED AT ANY TIME (INCLUDING AFTER ANY SUCH INCREASE) WITHOUT THE
EXECUTIVE'S WRITTEN CONSENT AND THE TERM ANNUAL BASE SALARY AS UTILIZED IN THIS
AGREEMENT SHALL REFER