OF EMPLOYMENT OF ALL
PERSONNEL WORKING IN THE HOTELS; PROVIDED, HOWEVER, (I) MANAGER SHALL MAKE NO
FINAL DECISION WITH RESPECT TO HIRING THE GENERAL MANAGER FOR ANY HOTEL WITHOUT
FIRST CONSULTING WITH OWNER AND (II) MANAGER SHALL COMPLY WITH ALL OF THE
OBLIGATIONS OF OWNER'S AFFILIATE AND/OR MANAGER UNDER SECTION 8.6 OF THE
BALTIMORE PURCHASE AGREEMENT (EXCEPT WITH RESPECT TO ANY EMPLOYEES WHO WORK IN
THE BALTIMORE PARKING GARAGE).
SUBJECT TO THE FOREGOING PROVISO, MANAGER, IN
THE EXERCISE OF REASONABLE DISCRETION AND BUSINESS JUDGMENT, WILL BE THE SOLE
JUDGE OF THE FITNESS AND QUALIFICATIONS OF SUCH PERSONNEL AND IS VESTED WITH
ABSOLUTE DISCRETION IN THE HIRING, SUPERVISING, DIRECTING, DISCHARGING AND
DETERMINING THE COMPENSATION, OTHER BENEFITS AND TERMS OF EMPLOYMENT OF SUCH
PERSONNEL.
IN SUCH DISCRETION, MANAGER MAY ELECT TO STAFF CERTAIN FUNCTIONS AT
OFFSITE OR REGIONAL LOCATIONS, OR TO
46
PROVIDE EMPLOYEE BENEFITS ON AN APPLICABLE BRAND-WIDE OR OTHER MULTI-LOCATION
BASIS AND SHALL EQUITABLY ALLOCATE THE EMPLOYEE COSTS AMONG THE HOTELS
PARTICIPATING IN SUCH STAFFING OR BENEFITS.
SUBJECT TO MANAGER'S RIGHTS TO
APPLY GROSS REVENUES TO OPERATING COSTS, THE MANAGER SHALL BE RESPONSIBLE FOR
(A) THE PAYMENT OF ALL COMPENSATION OWING TO ITS EMPLOYEES, (B) THE PROVISION OF
ANY BENEFITS, STATUTORY OR OTHERWISE, EARNED, INCURRED OR ACCRUED BY ANY OF ITS
EMPLOYEES, AND (C) THE PAYMENT OR THE DEDUCTION FROM THE COMPENSATION AND/OR
BENEFITS OF ITS EMPLOYEES, AS THE CASE MAY BE, AND THE REMITTANCE TO THE
APPROPRIATE GOVERNMENT AGENCIES OF SUCH SUMS AS MAY BE REQUIRED TO BE PAID BY AN
EMPLOYER OR WITHHELD FROM THE EMPLOYEES' COMPENSATION AND/OR BENEFITS UNDER THE
PROVISION OF ANY LEGAL REQUIREMENTS.
OWNER SHALL NOT INTERFERE WITH THE
PERFORMANCE OF EMPLOYMENT DUTIES OF, OR GIVE ORDERS OR INSTRUCTIONS TO, ANY
PERSONNEL EMPLOYED AT THE HOTEL.
EXCEPT AS OTHERWISE PROVIDED HEREIN, OPERATING
COSTS WILL INCLUDE ALL EXPENSES, COSTS OR CHARGES WHICH ARE ALLOCABLE TO THE
TERM AND ARE RELATED TO OR INCIDENTAL TO ANY ON-SITE PERSONNEL EMPLOYED IN THE
OPERATION OF THE HOTELS (INCLUDING, WITHOUT LIMITATION, SALARIES, WAGES, OTHER
COMPENSATION, BENEFIT CONTRIBUTIONS AND PREMIUMS, NET OF AMOUNTS PAID BY HOTEL
EMPLOYEES; STOP-LOSS INSURANCE PREMIUMS; GROUP HEALTH PLAN BENEFIT PAYMENTS IN
EXCESS OF CONTRIBUTION AND PREMIUM AMOUNTS PAID BY HOTEL EMPLOYEES; PAY FOR
VACATION, HOLIDAYS, SICK LEAVE AND OTHER LEAVES OF ABSENCE; WORKERS'
COMPENSATION PREMIUMS; WORKERS' COMPENSATION BENEFIT PAYMENTS PAID BY MANAGER;
REASONABLE AND CUSTOMARY ADMINISTRATIVE FEES AND TAXES; AND SEVERANCE BENEFITS
APPLICABLE UNDER MANAGER'S THEN CURRENT HUMAN RESOURCES POLICIES).
(B)
MANAGER SHALL COMPLY WITH ALL LEGAL REQUIREMENTS PERTAINING TO
LABOR RELATIONS, THE PERSONNEL EMPLOYED BY IT PURSUANT TO THIS AGREEMENT AND
THEIR EMPLOYMENT.
MANAGER SHALL NOT ENTER INTO ANY WRITTEN EMPLOYMENT
AGREEMENTS WITH ANY PERSON WHICH PURPORT TO BIND THE OWNER WITHOUT OBTAINING
OWNER'S CONSENT, WHICH CONSENT MAY BE WITHHELD IN OWNER'S SOLE AND ABSOLUTE
DISCRETION.
IF EITHER MANAGER OR OWNER SHALL BE REQUIRED, PURSUANT TO ANY SUCH
LEGAL REQUIREMENT, TO RECOGNIZE A LABOR UNION OR TO ENTER INTO COLLECTIVE
BARGAINING WITH A LABOR UNION, THE PARTY SO REQUIRED SHALL PROMPTLY NOTIFY THE
OTHER.