Exhibit 10.2
AMENDMENT NO. 2 TO
EMPLOYMENT
AGREEMENT
This AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT (“Amendment”) is entered into as of
November 14, 2008, by and among James E. Mead (the
“Executive”) and Strategic Hotels & Resorts,
Inc. a Maryland corporation (“SHRI”) and Strategic
Hotel Funding, L.L.C., a Delaware limited liability company
(together with SHRI, the “Company”).
WITNESSETH THAT:
WHEREAS, the Executive and the
Company are parties to that certain Employment Agreement, dated as
of November 29, 2004 and Amendment No. 1 thereto dated as
of February 13, 2008 (the “Employment Agreement”);
and
WHEREAS, the parties desire to make
an amendment to the Employment Agreement;
NOW, THEREFORE, the Executive and
the Company hereto agree that the Employment Agreement shall be
amended as follows:
1. Certain Definitions .
Capitalized terms used in this Amendment without definition shall
have the meanings set forth in the Employment Agreement.
2. Amount Due Following
Termination Without Cause (including, without limitation,
Constructive Termination) . The complete text of
Section 6(b) of the Employment Agreement is hereby stricken in
its entirety and replaced with the following new text:
(i) Basic Amount . If
Executive is terminated by the Company without Cause (or his
employment terminates following a Constructive Termination), he
will receive all of the Accrued Obligations type items referred to
in Section 6(a) above.
(ii) Severance Pay . If
Executive’s employment is terminated without Cause
(including, without limitation, a Constructive Termination),
Executive shall be paid severance pay in an aggregate amount equal
to one times the sum of Executive’s annualized annual Base
Salary plus his Target Bonus for the calendar year in which he is
terminated. Such amount shall be paid in a lump sum. However, if
Executive’s employment is terminated without Cause
(including, without limitation, a Constructive Termination) by
reason of or within two years after a Change of Control of SHRI,
such one times multiple shall be increased to two.
(iii) Pro-rata Bonus . If
Executive’s employment is terminated without Cause
(including, without limitation, a Constructive Termination),
Executive shall be paid a pro-rata Target Bonus for the elapsed
portion of the calendar year in which Executive’s termination
of employment occurs through the date of Executive’s
termination of employment, payable in a lump sum. In addition, if
the bonuses for the preceding calendar year for executives of the
Company have not been paid by the date of Executive’s
termination of employment without Cause (including, without
limitation, Constructive Termination), the Executive shall be paid
a bonus for such preceding calendar year in an amount no less than
the Executive’s Target Bonus for such preceding
year.
(iv) Vesting of Stock Units and
Equity Awards and Medical Coverage Continuation . If
Executive’s employment is terminated without Cause
(including, without limitation, a Constructive Termination) by
reason of or within two ye
