CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August9, 2017, Choice Hotels International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the second amended and restated employment agreement, as amended (the “Agreement”), with Stephen P. Joyce, the Company’s Chief Executive Officer. The Amendment was entered into in connection with the recently announced acceleration of the Company’s Chief Executive Officer succession plan. The Amendment advances the termination date of the Agreement to September11, 2017 (the “Termination Date”) from May25, 2018. Among other changes, the Amendment provides for:

(i) effective on the Termination Date, the lapse of all restrictions on previously granted restricted stock awards, the immediate vesting of all previously granted stock option awards and the deemed satisfaction of the service component of previously granted performance-vested restricted stock unit (“PVRSUs”) awards under the Company’s Long-Term Incentive Plan, provided that with respect to PVRSUs, the actual number of shares that may be awarded will be determined based upon the criteria and/or formulas specified in those awards;

(ii) continued eligibility to earn a target bonus of 160% of Mr.Joyce’s deemed full year base salary for fiscal year 2017 in accordance with the Company’s bonus plans;

(iii) payments to Mr.Joyce equivalent to the cost of health insurance coverage until Mr.Joyce attains 65 years of age, during periods in which Mr.Joyce is not otherwise eligible for coverage under another employer’s insurance plans; and

(iv) continued eligibility to participate in the Stay@Choice program, unless the program is discontinued for the Company’s senior executives.

The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1— Amendment to Second Amended and Restated Employment Agreement, dated August9, 2017, between Stephen P. Joyce and Choice Hotels International, Inc.


CHOICE HOTELS INTERNATIONAL INC /DE Exhibit
EX-10.1 2 d395486dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment dated August 9,…
To view the full exhibit click here

About CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH)

Choice Hotels International, Inc. (Choice) is a hotel franchisor. The Company operates in two segments: hotel franchising business and SkyTouch Technology (SkyTouch). It operates approximately 6,420 hotels open and over 720 hotels under construction, representing approximately 507,480 rooms open and over 58,130 rooms under construction, awaiting conversion or approved for development in approximately 50 states, the District of Columbia and over 35 countries and territories outside the United States. It franchises lodging properties under the brand names, including Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, Rodeway Inn, MainStay Suites, Cambria hotels & suites and Ascend Hotel Collection (collectively, the Choice brands). SkyTouch division develops and markets cloud-based technology products, including inventory management, pricing and connectivity to third-party channels, to hoteliers not under franchise agreements with the Company.