EFTA00991484.pdf

From: "Jeffrey E." <[email protected]> To: Shanson900 Subject: Re: Compensation for post separation restrictive covenant Date: Wed, 25 Jun 2014 18:09:40 +0000 DO NOTHING> congragulations On Wed, Jun 25, 2014 at 2:01 PM, Shanson900 < > wrote: Before I screw it up how shall I answer Sent from my iPhone Begin forwarded message: From: Dan Yih < Date: June 25, 2014 at 9:23:24 AM CDT To: Stephen Hanson Ba Stemlicht < Cc: HOWIE / SUE MUCHNICK Subject: RE: Compensation for post separation restrictive covenant Steve. Hope you are well and enjoying some time off. We are aware of the provision and had coincidentally asked Evan to confirm the wire transfer instructions last week. Thanks. Dan From: Stephen Hanson [mailto: Sent: Wednesday, June 25, 2014 7:33 AM To: Barry Stemlicht; Dan Yih Cc: HOWIE / SUE MUCHNICK Subject: Compensation for post separation restrictive covenant Barry I hope you are well Pursuant to paragraph 5(d). Please see below. If possible - I would appreciate if payment was made on June 30 instead of July 1 (for my books) Please wire the money to Muchnick,Golieb & Golieb ,PC Attorney Trust Account Citibank , NA 79 Fifth Avenue New York, NY. 10003 ABA. #.021000089 EFTA00991484 For credit to Muchnick, Golieb & Golieb ,PC . Account No. 45293994 Sorry I missed you in Florida but hope to see you this summer in Nantucket - Pursuant to paragraph 5(d). (d) Compensation for the Executive's Post Separation Restrictive Covenants. The Company shall pay to Executive as compensation for the Executive's restrictive covenants set forth in this Section 5, the aggregate amount of five hundred thousand dollars ($500,000) (the "Restrictive Covenant Payment") payable on the earlier of (x) June 30, 2014 and (y) the date of closing of the sale of the Company or all or substantially all of its assets (the Payment Date"), so long as no Hanson Party is in breach of this Agreement which has not been cured within five (5) days after receipt of notice thereof from the Company or Starwood. Notwithstanding the immediately preceding sentence, the Restrictive Covenant Payment shall not be due or payable to the Executive if the Company determines, in its sole and absolute discretion, that any one or more of the following (each of which shall be prohibited hereunder) has occurred prior to the Payment Date: (i) Executive, directly or indirectly, for himself, his affiliates or others, solicited for employment any individual who is an employee of the Company on the Separation Date, (ii) executive, directly or indirectly, solicited for employment any individual, for purposes of having such individual work during the Restrictive Covenant Period in any restaurant or restaurant business within the Territory, and/or (iii) Executive, directly or indirectly, interfered with or otherwise disrupted the relationship between the Company and any individual who is an employee of the Company on the Separation Date. The Hanson Parties hereby (i) agree that no notice and cure rights otherwise provided in this Agreement shall apply to any determination by the Company pursuant to the preceding sentence and (ii) waive any right to dispute any determination made by the Company pursuant to the immediately preceding sentence, and the parties hereby agree that the exercise by the Company of any rights pursuant to the preceding sentence (the "Non-Payment Right") shall constitute liquidated damages with respect to the prohibited actions described in the preceding sentence but shall not preclude the Company from exercising, in addition to exercising the Non-Payment Right, any equitable rights and remedies (including, without limitation, injunctive relief and/or specific performance) to prevent or stop such prohibited actions. Any payment required pursuant to this paragraph shall be made by wire transfer of available funds in accordance with Executive's wire instructions. The Company shall issue to Executive a Form 1099 to report such payment if made. In our contract - $500,000.00 is due July 1,2014 IMPORTANT: The information contained in this e-mail message is confidential and is intended only for the named addressee(s). This message may be protected by the attorney/client privilege. If the reader of this e-mail message is not the intended recipient (or the individual responsible for the delivery of this e-mail message to the intended recipient), please be advised that any re-use, dissemination, distribution or copying of this e-mail message is prohibited. If you have received this e-mail message in error, please reply to the sender that you have received this e-mail message in error and then delete it. Thank you. EFTA00991485  please note 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 JEE 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 EFTA00991486