Second Amendment to Crestline Capital Corporation Change in Control Separation Pay Plan

Summary

This amendment, made by Crestline Capital Corporation on March 22, 2001, updates the company's Change in Control Separation Pay Plan. It clarifies that the plan covers employment terminations related to a change in control occurring between June 25, 1999, and December 31, 2001. The amendment also states that the company cannot make changes to the plan that would negatively affect participants for terminations related to a change in control before the end date. The plan will terminate at midnight on December 31, 2001.

EX-10.16 5 dex1016.txt EXHIBIT 10.16 Exhibit 10.16 SECOND AMENDMENT TO THE CRESTLINE CAPITAL CORPORATION CHANGE IN CONTROL SEPARATION PAY PLAN THIS SECOND AMENDMENT by Crestline Capital Corporation (the "Corporation") is made as of the 22nd day of March, 2001. WITNESSETH: WHEREAS: The Corporation sponsors the Crestline Capital Corporation Change in Control Separation Pay Plan (the "Plan"); WHEREAS: Pursuant to Article 7 of the Plan, the Corporation retained the right to amend the Plan; and WHEREAS: Resolutions were duly adopted by the Board of Directors of the Corporation on March 22, 2001 approving this amendment to the Plan. NOW, THEREFORE, the Plan is amended as follows: 1. The text of Section 1.3 of the Plan shall be deleted in its entirety and the following inserted in lieu thereof: 1.3 Effective Date. This Plan is effective for covered employment -------------- terminations with respect to a Change in Control occurring during the period beginning June 25, 1999 (the "Effective Date") and ending December 31, 2001 (the "Plan Termination Date"). If benefits are paid under this Plan, those benefits replace and supersede any and all prior severance or separation pay arrangements for the recipients, other than those contained in individual contracts with Employees of the Company Group. 2. The text of Section 7.1 of the Plan shall be deleted in its entirety and the following inserted in lieu thereof: 7.1 Amendment and Termination. The Company forgoes any right to amend ------------------------- the Plan in a manner adverse to Participants for covered employment terminations with respect to a Change in Control occurring on or before December 31, 2001. Any purported amendment or termination inconsistent with the preceding sentence will be treated as entitling Participants to benefits under the Plan without the requirement of resigning from employment. Subject to the foregoing, the Board reserves the right to amend the Plan as it deems necessary or advisable. The Plan will terminate at midnight Eastern Time on the Plan Termination Date, and no Participant not already entitled to or currently receiving benefits or who subsequently qualifies to receive benefits with respect to a Change in Control which occurs prior to the Plan Termination Date, will receive benefits under the Plan after that date. IN WITNESS WHEREOF, the undersigned officer of the Corporation certifies that this Amendment has been authorized and directed by resolution of the Board of Directors of the Corporation as of the date first written above. CRESTLINE CAPITAL CORPORATION ______________________________ By: _________________________________ Secretary James L. Francis Executive Vice President and Chief Financial Officer