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Exhibit
10.2
CONSULTING
AGREEMENT
This CONSULTING AGREEMENT
(“Agreement”) is made, effective as of
December 21, 2009, (“Agreement Date”), between
Choice Hotels International Services Corp., a Delaware corporation
(“Choice”), with its principal place of business at
10750 Columbia Pike, Silver Spring, Maryland 20901 and Charles A.
Ledsinger, Jr. (“Consultant”) 5425 Wisconsin Ave.,
Suite 701, Chevy Chase, MD 20815.
RECITALS
A. Choice desires to retain
the services of Consultant following the termination of his Third
Amended and Restated Employment Agreement, dated June 26, 2008
(“Employment Agreement”) with Choice on
December 20, 2009.
B. Consultant is willing to
provide consulting services following the termination of his
Employment Agreement.
In consideration of the
mutual promises stated in this Agreement, Choice and Consultant
agree as follows:
1. Term. This
Agreement is effective on the Agreement Date, and will terminate,
except for those obligations in this Agreement that survive
termination, on October 31, 2013 (“Term”). This
Agreement may be terminated (a) by Consultant, with or without
cause, on sixty (60) days prior written notice and (b) by
Choice for Cause (as defined in Section 7 of the Employment
Agreement). The provisions of Section 3(c) of this Agreement
shall survive Consultant’s death.
2. Nature of Work.
Consultant will perform, on as needed and as available basis,
consulting and advisory services to Choice for up to five
(5) hours per week, providing background and related
information concerning matters arising during Consultant’s
tenure as a Choice employee (the “Services”). To
perform the Services, Consultant will be given access to all of
Choice’s systems. In the performance of the Services, the
hours Consultant is to work on any given day and the Services to be
performed will be entirely within Consultant’s
control.
3.
Compensation.
a. In compensation for
Consultant’s services, Consultant will be: (i) provided
executive office space, parking space, customary office supplies
and associated services (including email access and full-time
administrative support) at Choice’s Chevy Chase (or
reasonably comparable) office location, and (ii) entitled to
use Choice’s corporate country club golf membership
(currently at Avenel Golf Club) to the extent permissible under the
club’s corporate membership rules; provided, that Consultant
shall be responsible for and timely pay the monthly dues for
membership and any charges he incurs at the Club.
Consultant’s assistant will work from the location of his
office and remain a Choice employee, eligible to receive all
standard Choice benefits.
3. Independent
Contractor . At all times during this Agreement, the
relationship of Consultant to Choice will be that of an independent
contractor. Consultant agrees that Consultant has the right to
control the means and manner by which the Services are performed.
Consultant agrees that Consultant will not look to Choice for any
benefits generally afforded to its employees other than those
described in Paragraph 3 above as a result of his engagement under
this Agreement. Consultant will have no authority to represent
himself/herself as an employee or agent of Choice or of having any
authority to legally bind Choice .
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4. Confidential
Information .
a. Consultant agrees that the
success of Choice’s business depends in large part on the
development, use and protection of certain Confidential Information
and acknowledges that during the course of this Agreement,
Consultant may become aware of certain Confidential Information,
including compensation information, business methods, techniques,
research data, marketing and sales information, know-how of Choice,
Choice’s manner of operation, plans or other such data, that
constitute valuable trade secrets of Choice. Consultant agrees to
hold this information in strict confidence and not to publish or
disseminate any Confidential Information to any third party. In
addition, Confidential Information will include any information
that is not disclosed to the general public and that relates to:
(i) the business of Choice or affiliated corporations,
(ii) any client of Choice, or (iii) any product, service,
methodology, tool, or software of Choice.
b. Confidential Information
does not include information that (i) is or becomes published
or otherwi
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