Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Morgans Hotel Group Co. | c09921e8vk.htm |
Exhibit 10.1
EMPLOYMENT AGREEMENT FOR FRED J. KLEISNER
AMENDMENT NO. 4
AMENDMENT NO. 4
This Amendment No. 4 to the Employment Agreement for Fred J. Kleisner (“Amendment No. 4”) is
made, effective as of December 13, 2010, by and between Morgans Hotel Group Co., a Delaware
corporation, with a principal place of business at 475 Tenth Avenue, New York, New York 10018 (the
“Company” or the “Employer”), and Fred J. Kleisner (“Employee”).
Recitals:
WHEREAS, Employee and the Company previously entered into an Employment Agreement, effective
as of December 10, 2007, as amended by Amendment No. 1 to the Employment Agreement, effective as of
December 31, 2008, as further amended by Amendment No. 2 to the Employment Agreement, effective as
of April 21, 2009, and as further amended by Amendment No. 3 to the Employment Agreement, effective
as of March 31, 2010 (the “Employment Agreement”); and
WHEREAS, the Company and the Employee mutually desire to extend the term of the Employment
Agreement for a limited period of time and to make further modifications appropriate for such
extension.
Agreement:
NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive,
intending to be legally bound, agree as follows:
1. Section 3(a) (“Term”) of the Employment Agreement, as previously amended, is hereby further
amended by deleting each and every occurrence of the phrase “December 31, 2010” and replacing it
with the phrase “March 31, 2011”.
2. Section 2(d) (“Annual Bonus and Annual Grant”) of the Employment Agreement, as previously
amended, is hereby further amended by deleting the last sentence thereof and replacing it with the
following:
In the sole discretion of the Compensation Committee of the Board (the “Compensation
Committee”), Employee may be awarded a bonus for his work as CEO during calendar
years 2010 and 2011, if applicable, in an amount, if any, and of a type determined
by the Compensation Committee in its sole discretion, which award, if any, will be
pro-rated based on the amount of time Employee acted as the Company’s CEO during
each of 2010 and 2011.
3. Section 3(e) (“Release of Claims”) of the Employment Agreement, as previously amended, is
hereby further amended by deleting the last sentence thereof and replacing it with the following:
Within five (5) days after any termination by the Company without Cause or
expiration of this Agreement, the Company shall deliver to the Employee a customary
general release. The Employee shall forfeit and the Company shall have no
obligation to provide the payments and accelerated vesting as set forth in clause
(a) of this Section 3 unless the Employee executes (and does not subsequently
revoke) such customary general release within 30 days after its delivery to him.
4. The provisions of this Amendment No. 4 may be amended and waived only with the prior
written consent of the parties hereto. This Amendment No. 4 may be executed and delivered in one
or more counterparts, each of which shall be deemed an original and together shall constitute one
and the same instrument.
5. Except as set forth in this Amendment No. 4, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 4 on the
date first written above.
| MORGANS HOTEL GROUP CO. |
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| By: | /s/ David T. Hamamoto | |||
| Name: | David T. Hamamoto | |||
| Title: | Chairman | |||
| EMPLOYEE |
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| /s/ Fred J. Kleisner | ||||
| Fred J. Kleisner | ||||
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