Exhibit
10.2
GUARANTY
AGREEMENT
This Guaranty
Agreement (this “ Agreement ”) is made by and
between FelCor Lodging Limited Partnership, a Delaware limited
partnership (“ FLLP ”), and the undersigned
individual employee (“ Employee ”) of FelCor
Lodging Trust Incorporated, a Maryland corporation (“
FelCor ”).
RECITALS
FelCor is the
general partner of FLLP and holds, indirectly, a limited partner
interest in FLLP that, together with the general partner interest,
comprises more than 95% of the aggregate partnership interests in
FLLP. Substantially all of the services provided by the officers
and other employees to FelCor are so provided in FelCor’s
capacity as FLLP’s general partner, and substantially all of
FelCor’s business is conducted through FLLP. FLLP generally
bears the economic responsibility for the costs of such
services.
Under certain
circumstances, pursuant to various agreements (the “
Compensation Agreements ”) with its employees,
including Employee, FelCor provides certain benefits, including
potential cash severance payments and continued health and welfare
benefit plan coverage, to such employees, in large measure to
retain skilled and valuable employees. FelCor’s Board of
Directors has authorized that such rights be guarantied
unconditionally by FLLP pursuant to this Agreement, which will
provide Employee with the right to look to FLLP directly to enforce
those rights. FelCor’s Board of Directors has concluded that
the Guaranty is consistent with the central objective of providing
those rights and will provide greater comfort to Employee and other
employees who are entitled to those rights that resources will be
available if and when called upon to satisfy FelCor’s
obligations to such employees, including Employee.
AGREEMENT
1.
Unconditional Guaranty . Therefore, as an enhanced
inducement to retain Employee’s valuable skills, experience
and knowledge, FLLP hereby absolutely and unconditionally
guaranties FelCor’s obligations and liabilities, contingent
or otherwise, owed to Employee insofar as they arise under any
Compensation Agreement between FelCor or any of its subsidiaries or
joint ventures, on the one hand, and Employee, on the other hand.
Compensation Agreements include, but are not limited to, any
current or future agreements that relate to Employee’s
non-equity compensation, whether contingent or otherwise, as such
agreements may be amended, extended or altered from time to time
(all of the foregoing being the “ Guaranty ”).
FelCor and FLLP shall be jointly and severally liable for
FelCor’s obligations guarantied hereunder. FLLP’s
liabilities and obligations with regard to the Guaranty shall be
separate and distinct from, but not incremental in respect of,
FelCor’s underlying obligations, and Employee may seek
performance of such obligations by both FLLP and FelCor
concu
