EFTA00979111.pdf

From: Jeffrey Epstein <[email protected]> To: Stephen Hanson .5 Subject: Re: Revised Separation Agreement Date: Thu, 12 Dec 2013 17:56:21 +0000 again, there is a chance you will be sued, no perfect protection. . unlikely it will amoint to anyting, howie has not been right one time in ten. bad info, bad judgment, bad predictions, bad statement of fact.bad reading of does. bad recolleciotns, bad understanding he lovess you therefore i like him . you are gettting a release PLUs between 1.5 and 2 million that you were willing to pay 500k for. . On Thu, Dec 12, 2013 at 1:29 PM, < wrote: I wanted to make sure howie had no other comments. Which he did not + first I could reach him in europe Sent via BlackBerry by AT&T From: Jeffrey Epstein <[email protected]> Date: Thu, 12 Dec 2013 13:09:08 -0400 To: Stephen Hanson< Subject: Re: Revised Separation Agreement how could this resposne have taken two hours. ?? On Thu, Dec 12, 2013 at 12:57 PM, Stephen Hanson < > wrote: My response sent. From: Steve Hanson Sent: Thursday, December 12, 2013 11:57 AM To: 'Ellis Rinaldi'; Barry Sternlicht Cc: Dan Yih; Eric Franklin; Stephenson, Tim; Charms, Brandon S.; Subject: RE: Revised Separation Agreement Ellis, The NITS- 1. The document attached- assignment — 6 items to address. 2. I think there was an oversight on date consulting ends - should be June 15th not June 30th. 3. Please change organizations name on schedule VIII to NYC Hospitality Alliance. 4. Page 12 7B 5 lines down- you have two the remove the, EFTA00979111 Confidentially Notice: This e-mail transmission and any fee or previous e-mail attached to it is intended to be viewed only by the party to which it is addressed and may contain valuable business information that is confidential andtor otherwise protected from disclosure under applicable law. If you are not the intended recipent you are hereby notified that any review, disclosure. dissemination or use of any of the information contained in or attached to ths t ansmission is STRICTLY PROHIBITED. Thank you for your cooperation. From: Ellis Rinaldi [mailto: Sent: Thursday, December 12, 2013 10:02 AM To: Steve Hanson; Barry Sternlicht Cc: Dan Yih; Eric Franklin; Stephenson, Tim; Charnas, Brandon S.; ; Subject: RE: Revised Separation Agreement We will discuss 1-3 and get back to you. On 4 ... it is best if you give us all your comments. a minor markup of your remaining "nits" is best. Re "negligent disclosure" it has been in the past drafts and every atty knows what it means. Your counsel can explain it to you. Thx. From: Steve Hanson [mailto: Sent: Thursday, December 12, 2013 9:29 AM To: Barry Sternlicht Cc: Dan Yih; Ellis Rinaldi; Eric Franklin; Stephenson, Tim; Charnas, Brandon S.; Subject: RE: Revised Separation Agreement Barry, We are just about them The lawyers are reviewing the language today, and we should be able to close today or tomorrow. A few questions/thoughts: 1. If you follow the previous email trail and document revisions from your side, the last document from your side agreed to the non-compete limited to NY and NJ, mirroring the agreement in our LLC operating agreement. When I asked for you to consider allowing a carve-out for 2 restaurants, I thought that the carve-out was for 2 restaurants located in NY and NJ. The last draft showed a change eliminating the opportunity for me to being able to work in the entire United States, except for 2 restaurants outside of NY and NJ? Thoughts? 2. I think it reasonable that I should be given notice, if you guys think I breached our agreement and a period within which to cure the breach. mirroring all our other I also assume that as I am going to try to help you sell the co. that once sold I get my 500k and the non compete goes away separate from strip house. Is that right? 3 I am now told that you may no longer want to agree to the provisions in Section 12 of the Separation Agreement that the loser pays a penalty for bringing and losing an arbitration regarding Section 5(b)(ii) and non-payment under Section 5(d)? Is that true? Yesterday's draft of the Separation Agreement still includes the loser pays provision in Section 12. with a notation that says open. 4. Obviously. some of the legal language in the documents needs small adjustment. For example. I don't know what "negligently discloses" covers at the beginning of Section 5(bRiv). And I assume the assignment doc for stock should include assumptions as well as assignments. EFTA00979112 Otherwise. I think we are ready to go. Confiden:ia Ncr.ice: This e•mai. transrr ssion a-.y I e cr vev .)us e-ma attached to it is ntended to be viewed only by tne party to which a is accressec and may contain valuaNe business information that is confidential andfor otherwise protected from disCosure under applicable law. If you are not the intended recip:ent you are hereby notified that any review, disclosure. dissemination or use of any of the information contained in or attached to d s t ansmission is STRICTLY PROHIBITED. Thank you for your cooperation. From: Schechter, Jonathan A. [mailto: Sent: Wednesda December 11 2013 3:41 PM To: ; Steve Hanson; Cc: • '; Stephenson, Tim; Charnas, Brandon S. Subject: Revised Separation Agreement Attached is a revised draft of the Separation Agreement (clean and blacklined against the prior draft), reflecting the latest correspondence between the parties. I am also attaching the Assignment Agreement for the membership interests. Please note the attached remains subject to any further comments Starwood may have. Best regards, Jonathan Jonathan A. Schechter, M. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (O) (F). (M) *************************** 'I* • • ***Mb* *Ho • II* **tapMt" • *He p IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (induding any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. 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If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved ******* *********************** ***************************** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00979114