Transition and Advisory Employment Agreement between Extended Stay America, Inc. and Ames Flynn (January 2020)
This agreement outlines the terms for Ames Flynn’s transition from his role as Executive Vice President, Shared Services, at Extended Stay America, Inc. Following the elimination of his position, Mr. Flynn will serve as an Advisor to the Chief Information Officer from February 1 to February 28, 2020, providing support during the transition. He will retain his salary and benefits during this period, remain eligible for his 2019 bonus, and continue to vest in restricted share units. Upon completion, he will receive severance benefits and must sign a release as per the company’s Executive Severance Plan.
Exhibit 10.1
January 30, 2020
Ames Flynn
Executive Vice President, Shared Services
Extended Stay America, Inc.
11525 N. Community House Road, Suite 100
Charlotte, NC 28277
Dear Ames:
Following up on our previous discussion regarding the elimination of the Executive Vice President, Shared Services, position this letter confirms the terms of your continued employment after your position is eliminated on January 31, 2020. By counter-signing below, you hereby resign from your position as Executive Vice President of Shared Services of Extended Stay America, Inc. and your officer positions in Extended Stay America, Inc. and ESH Hospitality, Inc.’s various subsidiaries. As of February 1, 2020, the following terms will become effective:
| New Title | Advisor, reporting to Chief Information Officer. You will be an employee and not an independent contractor. | |
| Length of Assignment | February 1, 2020 through February 28, 2020 | |
| Duties | Reasonable assistance and advice as needed and requested by Chief Information Officer to support transition. | |
| Support | You may work remotely or at HSC at your discretion except as Chief Information Officer specifically requests when reasonably necessary. | |
| Salary | You will continue to be paid your base salary at the annual rate of $436,720. You will be paid bi-weekly through ESA normal payroll process. Ordinary tax, benefit and other required payroll deductions and withholdings will continue to be taken through your employment period. | |
| Benefits | You will continue to be eligible to participate in Company’s standard benefits program through your employment at a cost no greater than currently paid for such coverage. Upon termination, you are eligible to continue benefits coverage through COBRA. This coverage is available to you for up to 18 months. | |
| Annual Incentive | You will be eligible for your bonus based on 2019 results as calculated under the Extended Stay America, Inc. Annual Incentive Plan. | |
| Time and Performance RSUs | Restricted Share Units will continue to vest as scheduled per the terms of the 2017, 2018, and 2019 Long Term Incentive Plan Restricted Share Agreement. | |
| Severance | At the end of your period of employment, as a result of your termination being a qualifying event, you will be entitled to the benefits under the Extended Stay America, Inc. Executive Severance Plan. | |
| Release | At the end of your period of employment, you will execute a release as provided in Extended Stay America, Inc. Executive Severance Plan. | |
Please sign below to reflect your agreement to the terms outlined in this memorandum and return to my attention.
Sincerely,
| /s/ Kevin A. Henry |
Kevin Henry
Chief Human Resource Officer
Accepted and agreed
| /s/ Ames Flynn |
| Ames Flynn |
| Date: 1/30/20 |
