Exhibit 10.32
SEPARATION AGREEMENT AND
RELEASE
This Agreement entered as of July
22, 2004 by and between Humphrey Hospitality Trust, Inc., a
Virginia corporation (the “Company”) and George R.
Whittemore (“Whittemore”)
1. Employment
Termination. As of August 15, 2004, (“Termination
Date”) Whittemore shall cease to be an employee of the
Company.
2. Compensation of
Whittemore . Subject to Whittemore’s compliance with
the terms and conditions of this Agreement, the Company has agreed
pay Whittemore $250,000, payable over twelve months on a semiweekly
basis, in accordance with the normal payroll practices of the
Company.
In addition, the Company shall
provide Whittemore with the health, dental, life and disability
benefits available to Whittemore as an employee on the Termination
Date for the period of twelve (12) months following the Termination
Date. Whittemore shall pay for such benefits at the same rate as he
pays on the Termination Date.
All payments hereunder shall be
subject to any required tax withholding or payments.
3. Consultant. During
the twelve months following the Termination Date (“Consulting
Period”), Whittemore shall act as an advisor and consultant
to the Company. During the Consulting Period, Whittemore shall hold
himself available to perform such duties with respect to the
Company as may be reasonably assigned to him from time to time by
the management of the Company. As part of his consulting,
Whittemore will support the Company’s transition and will
thoroughly assist with respect thereto. During such consulting,
Whittemore shall perform his duties in a prudent business-like
manner and in the sole interest of the Company. During the
Consulting Period, the Company will reimburse Whittemore any
reasonable business expense he incurs that are necessary for his
consulting and that he properly documents to the
Company.
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4.
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Additional Whittemore
Obligations. Whittemore also agrees that he will:
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(a)
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Personally
provide reasonable assistance and cooperation in providing or
obtaining information for the Company, and its representatives,
concerning any Company matter of which Whittemore is
knowledgeable.
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(b)
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Refrain from
engaging in any conduct, making comments, disparaging remarks or
statements, with the purpose or effect of which is to harm the
reputation, goodwill, or commercial interests of the Company, its
management or leadership, or any of its affiliates. The Company
also agrees to refrain from engaging in any conduct or making
comments, or statements, the purpose and effect to which is to harm
the reputation, goodwill or interest of Whittemore.
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5. Professional
References. The Company confirms its ability to provide
positive employment references on Whittemore’s behalf at any
time in the future, if requested by Whittemore. The Company agrees
to, at all times, represent Whittemore’s contributions to the
Company in an appropriate manner whereby Whittemore’s
professional reputation, credibility and personal dignity are
preserved.
6. Release. In
exchange for the benefits provided to Whittemore by the Company,
and except for the Company’s obligations hereunder,
Whittemore hereby releases the Company and each of its agents,
directors, officers, employees, representatives, attorneys,
affiliates, and its and their predecessors, successors, heirs,
executors, administrators and assigns, and all persons acting by,
through, or under or in concert with any of them (collectively
“Releasees”), or any of them, of and from any and all
claims of any nature whatsoever, in law or equity, which Whittemore
ever had, now has, or may have had relating to Whittemore’s
employment, or termination of employment. This includes (i) all
claims relating to salary, overtime, vacation, pay, incentive
bonus
