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 OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September18, 2017, the Company and Patrick S. Pacious entered into an amended and restated Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “Severance Benefit Agreement”), with an effective date of September12, 2017. The Severance Benefit Agreement amends the prior Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Mr.Pacious by, among other things:
| • | Updating certain definitions used throughout the Severance Benefit Agreement, including the definitions of “Cause”, “Change in Control” and “Good Reason”; |
| • | Extending the severance benefit period, as well as the non-competition and non-solicitation period, from 70 weeks to twoyears; |
| • | Providing for lump sum severance payments of 200% of base salary and bonus opportunity; |
| • | Eliminating offsetting and reduction in severance benefits in the event of re-employment following a termination event; |
| • | Increasing the severance payments in the event of a Change in Control Termination (as defined in the Severance Benefit Agreement) from 200% to 250%; and |
| • | Providing for arbitration in the event of a dispute among the parties concerning employment, the Severance Benefit Agreement or any termination event. |
This description of the Severance Benefit Agreement is qualified in its entirety by reference to the copy of the agreement, which is attached to this report as Exhibit 10.1 and which is incorporated by reference herein.
| Item 5.02. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 10.1—Amended and Restated Non-Competition, Non-Solicitation& Severance Benefit Agreement between the Company and Patrick S. Pacious.
EXHIBIT INDEX
CHOICE HOTELS INTERNATIONAL INC /DE ExhibitEX-10.1 2 d452228dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Amended and Restated Non-Competition,…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.
