Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement
(hereinafter, the “Termination Agreement”) is entered
into by and between Strategic Hotels and Resorts, Inc. and
its affiliates, subsidiaries and related entities (collectively the
“Company”), and Sir David M.C. Michels
(hereinafter, the “Consultant”). The Company and the
Consultant are hereinafter collectively referred to as the
“Parties”.
WHEREAS , the Parties have entered into that certain
Consulting Agreement dated August 16, 2007, as amended by that
certain First Amendment to Consulting Agreement dated
August 21, 2008 (collectively, the “Consulting
Agreement”) for services to be provided to the Company by the
Consultant;
WHEREAS , the Parties desire to terminate the Consulting
Agreement effective as of December 31, 2009 and reduce the
cost to the Company in connection with such termination, on such
terms mutually agreed upon by and mutually beneficial for both
Parties;
THEREFORE , in consideration of the mutual covenants,
representations and undertakings contained herein, the Parties
agree as follows:
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1.
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Termination . Effective as of December 31, 2009 (the
“Termination Date”), the Consulting Agreement shall be
terminated. In consideration of the consulting services being
rendered through the Termination Date and the termination of the
Consulting Agreement, the Parties agree that the Company shall pay
to Consultant a total of $125,000.00 (the “Fee”), in
monthly installments of $25,000 paid on the first day of each month
through the Termination Date, it being understand that the first
payment, related to the August 2009 services, shall be paid within
five (5) business days of execution of this Termination
Agreement. Consultant and Company agree that the payment of the Fee
shall be in full satisfaction of all of the Company’s
obligations under the Consulting Agreement. Notwithstanding
Sections 2, 3(a) - (d) and (f), 4(b) and any other provision of the
Consulting Agreement, the Parties expressly agree that there shall
be no further obligatio
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