LaSalle Hotel Properties Offer Letter to Bruce A. Riggins for Chief Financial Officer Position
LaSalle Hotel Properties offers Bruce A. Riggins the position of Chief Financial Officer, starting no later than January 24, 2011. The agreement outlines a base salary of $375,000 per year, eligibility for a target bonus of $225,000, and several restricted share grants and a signing bonus. Additional benefits include health and life insurance, participation in a 401(k) plan, and other employee programs. Employment is at-will, meaning either party can terminate at any time. The offer is subject to acceptance by January 3, 2011, and is governed by Maryland law.
Exhibit 10.1
January 2, 2011
VIA Email
Bruce A. Riggins
2010 Wolftrap Oaks Court
Vienna, Virginia 22182
Dear Bruce:
This letter will serve to confirm our offer of an employment opportunity with LaSalle Hotel Properties as Chief Financial Officer, beginning no later than January 24, 2011.
You will report to the President and Chief Executive Officer of the company and will have the duties and responsibilities as will be determined by the President and Chief Executive Officer.
For calendar year 2011, your base salary will be $375,000 per year, payable semi-monthly on the 15th and last day of the month. You will also be eligible to receive a bonus in the target amount of $225,000 per year. Your base salary and any target bonus will be payable in accordance with the company’s pay practices, including subject to legally required or authorized payroll deductions and applicable tax withholdings.
Payment of your “target” bonus will be based upon an evaluation of your individual performance against specific objective and subjective standards by us and the compensation committee of our board of trustees. These performance evaluations will occur throughout the year on an on-going basis. Your performance against these objectives may lead to receiving more than, or less than, your scheduled target bonus, and this determination will be based on your individual efforts and performance. Bonus payments will also vary in a year based upon the firm’s results compared to the year’s business plan, the firm’s performance against its peers and our collective performance against managements’ business objectives. All of these criteria, individual and collective, may change from year to year, as determined by the compensation committee.
It is our policy to pay bonuses annually (i.e., bonuses are earned and payable only to those individuals who are employees at the time bonuses are paid). Subject to the terms of the severance agreement referenced below, if you leave the company for any reason during your first evaluation period, or during future evaluation years, there will be no pro rata payment of the bonus or other compensation.
Mr. Bruce A. Riggins
January 2, 2011
Page 2
In addition, as part of a long-term compensation plan, you will receive the following restricted share grants after your acceptance of this offer:
| 1. | Time-Based Restricted Share Grant – A grant of restricted stock valued at $250,000, which will vest one-third on 1/1/12, one-third on 1/1/13 and the remaining 1/3 on 1/1/14. You will receive dividends on said shares as dividends are paid on the company’s common shares. |
| 2. | Performance-Based Restricted Share Grant – A performance-based restricted share grant valued at the target amount of $250,000. Performance measurement period would be from 12/31/10 to 12/31/13. One-third will vest on 1/1/14, one-third on 1/1/15 and the remaining one-third on 1/1/16. Dividends will be paid in January 2014 for shares earned during the performance period and will also be paid on earned but unvested shares when dividends are paid on the company’s common shares. |
| 3. | One-time Special Restricted Share Grant – A one-time special time-based restricted share grant in the amount of $300,000. One-third will vest on 1/1/12, one-third on 1/1/13 and the remaining one-third on 1/1/14. You will receive dividends on said shares as dividends are paid on the company’s common shares. |
| 4. | One-time Signing Bonus – A one-time signing bonus in the amount of $140,000 to be paid during the first quarter of 2011. |
The actual number of shares or target shares for each award will be determined based on the closing price of the company’s common share the day prior to your start date. In addition, the above awards would be made, and be subject in all respects to the terms and conditions of, written award agreements, copies of which are attached.
In addition to your direct compensation, you will be eligible to receive other benefits of employment as an officer with our firm. Among them are:
| 1. | Severance Agreement, a form of which agreement is attached. |
| 2. | Indemnification Agreement, a form of which agreement is attached. |
Mr. Bruce A. Riggins
January 2, 2011
Page 3
| 3. | Coverage under the company’s health and life insurance program, which is currently placed with Capital Care. This will take place the day you start your employment with the company. The health, dental and life insurance package premiums are paid by the company. Detailed information on the insurance program will be provided to you when you fill out the necessary applications. |
| 4. | Participation in the firm’s Savings and Retirement Plan, which begins after you meet certain eligibility requirements. Under this 401(k) Plan, an employee may elect to contribute both pretax and after-tax earnings through payroll deduction each year. The company provides a matching contribution of 100% on the first 4% of pretax funds saved by the employee after the employee meets additional eligibility requirements. All employee and company contributions are 100% vested immediately. Additional details will be provided upon acceptance of this offer. |
| 5. | Eligibility in LaSalle Hotel Properties’ Employee Rate Program. |
Employment with the company is not for a fixed period of time as your employment will be “at will.” This means either the company or you may terminate your employment at any time for any reason.
This letter describes in full the offer that has been extended to you and supersedes any previous oral or written offer that may have been made. This letter will be governed and construed in accordance with the laws of the State of Maryland. This letter may be amended or modified only with the written consent of you and the Company’s board of trustees.
Mr. Bruce A. Riggins
January 2, 2011
Page 4
Please indicate your acceptance of this offer by signing the enclosed copy of this letter and returning it to me no later than January 3, 2011. We are looking forward to your new association with our company and feel confident that our future efforts together will be satisfying and rewarding.
Very truly yours,
| /s/ Michael D. Barnello |
| Michael D. Barnello |
| President and Chief Executive Officer |
| LA SALLE HOTEL PROPERTIES |
| Accepted by: | /s/ Bruce A. Riggins |
| Date: | January 3, 2011 | |
