Amendment to Executive Employment Agreement between MeriStar Hospitality Corporation, MeriStar Hospitality Operating Partnership, LP, and Paul W. Whetsell
This amendment updates the employment agreement between MeriStar Hospitality Corporation, its operating partnership, and executive Paul W. Whetsell. It changes the terms for annual grants of Profits-Only Operating Partnership Units (POPs), specifying the number of units to be granted each year from 2002 to 2004, their vesting schedule, and the conditions for future grants. The amendment also clarifies that distributions on these units will match those made to common partnership units. All parties have agreed to these revised terms as of November 20, 2002.
Exhibit 10.18
AMENDMENT
This AMENDMENT to the EXECUTIVE EMPLOYMENT AGREEMENT effective as of November 1, 2001, (“Employment Agreement”), by and among MeriStar Hospitality Corporation (the “Company”), and MeriStar Hospitality Operating Partnership, LP . (the “Partnership”), and Paul W. Whetsell (the “Executive”), is hereby entered into on this 20th day of November 2002 by and among the parties.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, the Company, and the LLC, the parties each agree to amend the Employment Agreement as follows:
Section 4(d)(ii) of the Employment Agreement is hereby deleted and replaced, in its entirety as follows:
“(ii) Executive shall be granted annually, on May 1 of 2002, 2003 and 2004, pursuant to the Company’s Profits-Only Operating Partnership Units (“POPs”) Plan, a minimum of 75,000 POPs and a maximum of 225,000 POPs as determined by the Board. The POPs shall vest equally on the first, second and third anniversary of the date of grant. Annual POPs grants thereafter shall be at the discretion of the Board. The Company or the Partnership will pay the executive a distribution on each POP, while such POPs are outstanding, equal to, and at the same time as, distributions made to common operating partnership units of the Partnership.”
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first above written.
EXECUTIVE: MERISTAR HOSPITALITY CORPORATION, INC. By: /s/ Paul W. Whetsell By: /s/ Christopher L. Bennett Paul W. Whetsell Name: Christopher L. Bennett Title: Senior Vice President and General Counsel MERISTAR HOSPITALITY OPERATING PARTNERSHIP, LP
By: MeriStar Hospitality Corporation, its general partner By: /s/ Christopher L. Bennett Name: Christopher L. Bennett Title: Senior Vice President and General Counsel
