Exhibit 10.24
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the fourteenth day of February, 2006, between Morgans
Hotel Group Co., a Delaware corporation (the "Company"), and W. Edward Scheetz
(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 PRESIDENT AND CHIEF EXECUTIVE OFFICER 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
BOARD OF DIRECTORS (THE "BOARD") CONSISTENT WITH HIS POSITION AS PRESIDENT AND
CHIEF EXECUTIVE OFFICER.
THE EXECUTIVE SHALL BE APPOINTED TO THE BOARD ON OR
PRIOR TO THE EFFECTIVE DATE AND THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO CAUSE THE EXECUTIVE TO BE NOMINATED AND ELECTED TO THE BOARD DURING
THE EMPLOYMENT PERIOD.
(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, (X) NOTHING IN THIS AGREEMENT SHALL
PRECLUDE THE EXECUTIVE FROM DEVOTING A PORTION OF THE EXECUTIVE'S BUSINESS TIME,
ATTENTION AND ENERGIES TO THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AS CO-CEO OF
NORTHSTAR CAPITAL INVESTMENT CORP. (AND SUCH ACTIVITY SHALL NOT VIOLATE SECTION
7 OF THIS AGREEMENT) AND (Y) 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