UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 28, 2019 (May 21, 2019)

 

 

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Washington   001-13957   91-1032187

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

1550 Market St. #350, Denver, Colorado 80202

(Address of Principal Executive Offices)

(509) 459-6100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities register pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock   RLH   New York Stock Exchange

 

 

 


Item 5.02. Departure Of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 24, 2019, Mr. James P. Evans provided notice of his intent to retire from the Board of Directors, effective September 30, 2019, in order to pursue personal interests. Mr. Evans’ retirement was not a result of any disagreement with the Company. Mr. Evans will continue to serve as the Chair of the Nominating and Governance Committee until his retirement.

Mr. Evans joined the Board of Directors in December 2012, and served as the Company’s interim President and Chief Executive Officer from August 2013 to January 2014. His nearly 40 years of hospitality, hotel and brand management expertise were invaluable to RLHC as it transformed from a primarily hotel ownership and management business to a franchise business. The Company wishes him the best in his future endeavors.

(e) On May 21, 2019, the Compensation Committee of our Board of Directors approved an updated form of Performance-Based Restricted Stock Unit Agreement – Notice of Grant for the 2015 Stock Incentive Plan, as amended. The revised form of grant clarifies the vesting treatment for performance based restricted stock units in the event a change of control occurs during the performance period covered by the grant. The Performance-Based Restricted Stock Unit Agreements dated March 31, 2018 for each of Gregory T. Mount, Thomas L. McKeirnan and Harry Sladich were also amended to conform those agreements to this updated form, and to modify the performance targets for these grants to take into account the nine hotel sales that occurred during 2018, as was previously disclosed in the Company’s definitive proxy statement filed April 19, 2019.

On May 21, 2019, the Compensation Committee of our Board of Directors approved the 2019 RLHC Executive Officers Bonus Plan (the “Plan”). The Plan provides for potential bonuses for our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President of Global Development and our Executive Vice Presidents. The threshold, target and maximum bonuses under the Plan (“Target Bonuses”) are as follows:

 

Eligible Employees

  

Minimum
Bonus

  

Threshold
Bonus

  

Target Bonus

  

Maximum
Bonus

Executive Vice President

   0% of Base Salary    25% of Base Salary    50% of Base Salary    80% of Base Salary

EVP, Chief Operating Officer

   0% of Base
Salary
   30% of Base Salary    60% of Base Salary    96% of Base
Salary

EVP, Chief Financial Officer

   0% of Base
Salary
   35% of Base Salary    70% of Base Salary    112% of
Base Salary

EVP, President of Global Development

   0% of Base Salary    40% of Base Salary    80% of Base Salary    128% of Base Salary

Chief Executive Officer

   0% of Base
Salary
   50% of Base Salary    100% of Base Salary    160% of
Base Salary

Bonuses under the Plan will be based on the following two performance goals:

(1) A company goal based on target Adjusted EBITDA for 2019 (“Target Adjusted EBITDA”);

(2) One or more department or individual goals based on applicable division or department performance such as gross operating profit; revenues from group business; RevPAR growth; increase in RevPAR index; improvement in customer service competitive quality index; associate engagement; and addition of franchised and managed hotels to RLHC’s system of hotels and other goals that advance department or company strategic goals and/or personal development. The department and individual goals are established by the CEO and Compensation Committee.

To determine bonuses under the Plan, the EBITDA goal will be weighted 80% and the department/individual goals 20%. No bonus will be payable under the Plan unless the ratio (“EBITDA Goal Achievement”) of (i) our actual adjusted EBITDA for 2019, to (ii) Targeted Adjusted EBITDA exceeds 90%.

An executive must be employed by us at the time of payment in order to receive a payout. All payments under the Plan are subject to previous approval by the Compensation Committee. Bonuses payable under the Plan are subject to the Company’s clawback policy. Bonuses otherwise payable under the Plan may be deferred, partially paid or withheld in their entirety if the Compensation Committee determines that to be in the best interests of our company.

A copy of the Plan is included as Exhibit 10.2 to this report. The foregoing is a summary of the Plan. In the event of any difference between this summary and the actual terms of the Plan, the terms of the Plan will control.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At our annual meeting of shareholders on May 21, 2019, four matters were submitted to a vote of our shareholders. The voting results were as follows:


1. Election of Directors . Each of the following nine individuals were elected to serve on our board of directors for terms that end at the 2019 annual meeting of shareholders. The number of votes cast for and against each nominee, the number of abstentions and the number of broker non-votes, were as follows:

 


Nominee

  
For
    
Against
    
Abstain
     Broker
Non-Votes
 

Robert G. Wolfe

     15,342,881        3,694,795        3,029        2,902,476  

Ted Darnall

     16,413,576        2,624,751        2,305        2,902,476  

James P. Evans

     11,640,761        7,396,369        3,505        2,902,476  

Amy E. Humphries

     16,386,621        2,652,229        1,785        2,902,476  

Joseph B. Megibow

     16,397,890        2,640,966        1,799        2,902,476  

Gregory T. Mount

     16,430,713        2,606,822        3,100        2,902,476  

R. Carter Pate

     15,386,276        3,652,580        1,779        2,902,476  

Bonny W. Simi

     15,281,922        3,756,934        1,779        2,902,476  

Michael Vernon

     11,625,939        7,411,191        3,505        2,902,476  

2. Approval of an Amendment to the 2015 Stock Incentive Plan . The shareholders did not approve the amendment to the 2015 Stock Incentive Plan. The number of votes cast for and against the proposal, and the number of abstentions and broker-non-votes, were as follows:

 

For

   Against      Abstain      Broker Non-Votes  

5,079,437

     13,958,223        2,975        2,902,476  

3. Ratification of Appointment of Auditors . The shareholders ratified the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019. The number of votes cast for and against the proposal, and the number of abstentions, were as follows:

 

For

   Against      Abstain  

21,770,896

     166,326        5,889  

4. Advisory Vote on Executive Compensation . The shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for the annual meeting under the captions “Compensation Discussion and Analysis” and “Executive Compensation”. The number of votes cast for and against the proposal, and the number of abstentions and broker non-votes, were as follows:

 


For

  
Against
    
Abstain
    
Broker
Non-Votes
 

11,667,103

     7,360,457        13,075        2,902,476  


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Exhibit

10.1    Form of Performance-Based Restricted Stock Unit Agreement—Notice of Grant
10.2    2019 RLHC Executive Officers Bonus Plan


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    RED LION HOTELS CORPORATION
Date: May 28, 2019     By:  

/s/ Thomas L.McKeirnan

      Thomas L. McKeirnan
      Executive Vice President

Exhibit 10.1

RED LION HOTELS CORPORATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF GRANT

Red Lion Hotels Corporation (“RLHC”) is pleased to inform you that you, <<Grantee>>, have been granted the number of Performance-Based Restricted Stock Units (“PSUs”) indicated below under RLHC’s 2015 Stock Incentive Plan, as amended (the “Plan”) and the terms of this Performance-Based Restricted Stock Unit Agreement (including the Notice of Grant and Appendix A, all of which are the “Agreement”). Subject to the provisions of the Agreement and the Plan, the principal features of this grant are as follows:

 

Grant Date:

  

Total Number of PSUs:

  

Vesting Date:

  

Performance Conditions:

  

See attached Schedule 1

Performance Period:

  

Acceptance Deadline:

  

You must accept this grant of PSUs prior to the Acceptance

Deadline, which is fourteen (14) days from the Grant Date.

Except as otherwise provided in the Agreement or by the terms of the Plan, in addition to meeting the Performance Conditions set forth above, you must be employed by, or providing service to, RLHC or one of its Affiliates on the Vesting Date in order to vest in the PSUs.

Your acceptance of this grant either by signature below or by electronic acceptance indicates your understanding that this grant is subject to all of the terms described in this Agreement, including Appendix A, and the Plan. Important additional information on vesting and forfeiture of the PSUs covered by this grant is contained in paragraphs 3, 4 and 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX  A, WHICH CONTAINS THE SPECIFIC TERMS OF THIS GRANT.

THIS AGREEMENT MUST BE ACCEPTED BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF PSUS WILL AUTOMATICALLY BE CANCELED.

 

RED LION HOTELS CORPORATION    GRANTEE
By:   

 

  

 

Title:   

 

   <<Grantee>>


APPENDIX A

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK UNITS

1. Grant . RLHC hereby grants to you under the Plan the number of PSUs indicated in the Notice of Grant, subject to all of the terms in this Agreement and the Plan.

2. RLHC’s Obligation to Pay . Unless and until the PSUs have vested in the manner set forth in paragraphs 3 or 4, you will have no right to payment of the PSUs.

3. Vesting Schedule . As soon as administratively practicable following the end of the Performance Period shown in the Notice of Grant, the Compensation Committee will determine whether and to what extent the Performance Conditions have been met, and the number of PSUs that may be awarded on the Vesting Date based upon the achievement of such Performance Conditions. Any PSUs not earned because of the failure to meet the Performance Conditions will be forfeited. Based upon and subject to the Recipient’s achievement of the Performance Conditions, the PSUs will become vested on the applicable Vesting Date, provided that you remain in Continuous Service with RLHC or one of its Affiliates from the Grant Date through the applicable Vesting Date, except to the extent otherwise provided in this Agreement, in a written agreement between RLHC and you, or in accordance with the then-applicable written policies of RLHC.

4. Acceleration of Vesting . The Administrator may accelerate the vesting of some or all of the PSUs at any time, subject to the terms of the Plan. If so accelerated, the PSUs will be considered as having vested as of the date specified by the Administrator. In addition, the PSUs will vest upon the following events and in accordance with the following:

(a) Death or Disability. In the event of your death or Disability during the Performance Period, you (or your estate, as appropriate) will receive at the end of the Performance Period the number of PSUs determined in accordance with Section 3 above based upon the achievement of the Performance Conditions, prorated from the beginning of the Performance Period through the date of death or Disability based on the number of your completed months of Continuous Service during the Performance Period.

(b) Change in Control .

(i) In the event a Change in Control occurs prior to the completion of the Performance Period, a prorated portion of the PSUs granted hereunder will convert to time-based restricted stock units, without change to the Vesting Date set forth on the Notice of Grant. The number of PSUs to convert to time-based restricted stock units hereunder will equal the Target award number shown on Schedule 1, multiplied by a fraction equal to the number of days you were employed during the Performance Period which shall end on the date of the Change in Control, over the total number of days of the original Performance Period. Notwithstanding the foregoing, in the event the price per share paid by a buyer in the Change of Control transaction is less than the price per share on the Grant Date, then the Administrator may, in its discretion, convert to time-based restricted stock units a lesser number of (or zero) PSUs.

(ii) The vesting of the time-based restricted stock, if so converted, will additionally be accelerated by the Administrator if [within the 12-month period following the Change in Control, there is a Constructive Termination of your employment with RLHC] [your employment with RLHC is terminated without Cause or you terminate your employment for Good Reason] (as such terms are defined in your employment offer letter or employment agreement with RLHC). If so accelerated, the PSUs will be considered as having vested as of the date of your Constructive Termination, subject to your

 

A-1


compliance with the requirements of your employment offer letter or employment agreement, with payment to you as soon as administratively practicable following the date of vesting (but in no event later than March 15 of the calendar year following the calendar year in which such PSU vested).

5. Payment after Vesting . Any PSUs that vest while you remain employed by RLHC or one of its Affiliates in accordance with paragraph 3 will be paid to you (or in the event of your death, to your estate) in shares of Common Stock as soon as administratively practicable following the date of vesting, subject to paragraph 8. Any PSUs that continue to vest after you cease to be employed by RLHC or one of its Affiliates as provided in paragraph 3 or that vest in accordance with paragraph 4 will be paid to you (or in the event of your death, to your estate) in shares of Common Stock in accordance with the provision of such paragraphs, subject to paragraph 8. For each PSU that vests, you will receive one share of Common Stock.

6. Forfeiture . Except as expressly provided herein, any PSUs that have not vested at the time you cease to be employed by RLHC or one of its Affiliates will be forfeited and automatically transferred to and reacquired by RLHC at no cost to RLHC.

7. Death . Any distribution or delivery to be made to you under this Agreement will, if you are then deceased, be made to the administrator or executor of your estate. The administrator or executor must furnish RLHC with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to RLHC to establish the validity of the transfer and compliance with any applicable laws or regulations.

8. Withholding of Taxes . Regardless of any action RLHC or the company that employs you (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that RLHC and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant of PSUs, including the grant, vesting and lapse of repurchase rights, the subsequent sale of shares of Common Stock and/or the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the grant of PSUs to reduce or eliminate your liability for Tax-Related Items. When shares of Common Stock are issued as payment for vested PSUs, you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. RLHC or the Employer is required to withhold from you an amount that is sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by RLHC or the Employer with respect to the shares of Common Stock issued to you. RLHC or the Employer may, in its discretion, meet this withholding requirement in any one or more of the following ways:

(a) by withholding or selling a portion of the shares that otherwise would be paid out for your vested PSUs;

(b) by withholding the amount necessary to pay the applicable taxes from your paycheck, with no withholding of shares;

(c) by requiring you to make alternate arrangements to meet the withholding obligation; or

(d) such other method as RLHC or the Administrator may elect in compliance with local law.

No payment of shares will be made to you (or your estate) for PSUs unless and until satisfactory arrangements (as determined by RLHC) have been made by you to fulfill RLHC’s (or the Employer’s)

 

A-2


obligation to withhold or collect any income and other taxes with respect to the PSUs. By accepting this grant, you expressly consent to and authorize the withholding of Shares and to any additional (or alternative) cash withholding as provided for in this paragraph 8. All income and other taxes related to the PSU award and any shares delivered in payment thereof are your sole responsibility.

9. Nature of Grant. In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by RLHC, it is discretionary in nature and it may be modified, amended, suspended or terminated by RLHC at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of such grants even if PSUs have been granted repeatedly in the past; (c) all decisions with respect to future PSU grants, if any, will be at the sole discretion of RLHC; (d) you are voluntarily participating in the Plan; (e) the grant of PSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to RLHC or the Employer, and which is outside the scope of your employment contract, if any; (f) the PSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (g) the future value of the shares of Common Stock issuable under this Agreement is unknown and cannot be predicted with certainty.

10. Address for Notices . Any notice to be given to RLHC under the terms of this Agreement must be addressed to Red Lion Hotels Corporation, in care of its General Counsel, 201 W. North River Drive, Suite 100, Spokane, WA 99201, or at such other address as RLHC may hereafter designate in writing.

11. Grant is Not Transferable . Except to the limited extent provided in paragraph 7 above, this grant (and the associated rights and privileges) cannot be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any associated right or privilege, or upon any attempted sale under any execution, attachment or similar process, this grant and the associated rights and privileges will immediately become null and void.

12. Restrictions on Sale of Securities . The shares of Common Stock issued as payment for vested PSUs will be registered under the U.S. federal securities laws and will be freely tradable upon receipt. However, your subsequent sale of the shares will be subject to any market blackout-period that may be imposed by RLHC and must comply with RLHC’s insider trading policies, and any other applicable securities and other laws.

13. Delay in Payment . Notwithstanding any other part of this Agreement, any PSU otherwise payable to you pursuant to this Agreement will not be paid during the six-month period following your termination of employment unless RLHC determines, in its good faith judgment, that the payment would not cause you to incur an additional tax under Section 409A of the Code and any temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder (“Section 409A”). If the payment of any amounts are delayed as a result of the previous sentence, any PSU otherwise payable to you during the six (6) months following your termination will accrue during such six-month period and will become payable in shares of Common Stock on the date six (6) months and one (1) day following the date of your termination.

14. Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

A-3


15. Conditions for Issuance of Certificates for Stock . Any shares of Common Stock deliverable to you may be either previously authorized but unissued shares or issued shares that have been reacquired by RLHC. RLHC will not be required to issue any certificate or certificates for shares hereunder prior to fulfillment of all the following conditions: (a) the admission of the shares to listing on all stock exchanges on which the stock is listed; (b) the completion and continued effectiveness of any registration or other qualification of the shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body that the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal governmental agency or any other governmental regulatory body that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of a reasonable period of time following the date of vesting or other scheduled payout of the PSUs as the Administrator may establish from time to time for reasons of administrative convenience.

16. Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between this Agreement and the Plan, the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in the Plan.

17. Captions . Captions used in this Agreement are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

18. Agreement Severable . In the event that any provision in this Agreement is held invalid or unenforceable, the provision will be severable from, and the invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

19. Entire Agreement . This Agreement constitutes the entire understanding of the parties on the subjects covered. You expressly warrant that you are not executing this Agreement in reliance on any promises, representations, or inducements other than those contained in the Agreement.

20. No Effect on Employment or Service. YOU FURTHER ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT CONSTITUTES A CONTRACT OF EMPLOYMENT AND THAT EACH OF YOU AND RLHC (INCLUDING ITS SUBSIDIARIES AND AFFILIATES) RESERVES THE RIGHT TO TERMINATE THE EMPLOYMENT OR SERVICE RELATIONSHIP AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE, WHEREVER ALLOWED BY LOCAL LAWS.

21. Notice of Governing Law . This grant of PSUs is governed by, and will be construed in accordance with, the laws of the State of Washington without regard to principles of conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties agree to submit to and consent to the exclusive jurisdiction of the State of Washington and agree that such litigation will be conducted only in the courts of Spokane County, Washington, or the federal courts for the United States for the Eastern District of Washington, and no other courts, where this grant is made and/or to be performed.

22. Electronic Notice . The Recipient consents and agrees to electronic delivery of any documents that RLHC may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this Agreement and any other award made under the Plan. The Recipient understands that, unless earlier revoked by the Recipient by giving written notice to RLHC at Red Lion Hotels Corporation, in care of its General Counsel, 201 W. North River Drive, Suite 100, Spokane, WA 99201, this consent will be effective for the duration of the PSU. By accepting the terms and conditions of this Agreement, the Recipient acknowledges receipt of a copy of

 

A-4


the Plan, Prospectus, and RLHC’s most recent Annual Report and Proxy Statement (the “Prospectus Information”). The Recipient represents that he or she is familiar with the terms and provisions of the Prospectus Information and hereby accepts this PSU on the terms and conditions set forth herein and in the Plan, and acknowledges that he or she had the opportunity to obtain independent legal advice at his or her expense prior to accepting this PSU.

 

A-5


SCHEDULE 1

PERFORMANCE CONDITIONS

Target Value of PSUs—$__________

Grant Price—$___________

 

   

Targets

   Weighted Payouts
(# of shares underlying PSUs)
 

PSU Vesting Factors

 

Minimum

 

Target

  

Maximum

   Minimum      Target      Maximum  

TOTALS:

            50%        100%        160%  

For any performance measure that falls between a minimum and target, or between a target and a maximum, the payout shall be calculated on a straight line basis.

Exhibit 10.2

 

LOGO

2019 RLHC Executive Officers Bonus Plan

Purpose

RLHC is committed to compensating employees through comprehensive and competitive pay packages that include base salary, bonus programs, incentive plans, competitive benefits plans, and reward and recognition programs. These programs are designed to motivate employees to exceed performance expectations in support of the company’s business objectives.

The Executive Officers Bonus Plan (“Plan”) provides the opportunity for annual bonus payments to the contributors who drive the successful attainment of company goals. The success of the company relies on many factors. Adjusted EBITDA is the main driver behind this plan, however; our success also depends on department and individual goals.

Plan Year January 1, 2019 to December 31, 2019

Eligible Employees; Target Bonus and Maximum Bonus

 

Eligible Employees

   Minimum
Bonus
  Threshold Bonus   Target Bonus   Maximum
Bonus

Executive Vice President

   0% of Base
Salary
  25% of Base
Salary
  50% of Base
Salary
  80% of Base

Salary

EVP, Chief Operating Officer

   0% of Base
Salary
  30% of Base
Salary
  60% of Base
Salary
  96% of Base
Salary

EVP, Chief Financial Officer

   0% of Base
Salary
  35% of Base
Salary
  70% of Base
Salary
  112% of Base
Salary

EVP, President of Global Development

   0% of Base
Salary
  40% of Base
Salary
  80% of Base
Salary
  128% of Base
Salary

Chief Executive Officer

   0% of Base
Salary
  50% of Base
Salary
  100% of Base
Salary
  160% of Base
Salary

An employee must hold one of the above positions at the beginning of the Plan Year to be eligible to participate in this Plan, unless otherwise approved by the Compensation Committee. Transfers to an ineligible position that occurs after the Plan Year will not affect any bonus earned during the Plan Year. Position transfers that occur during the Plan year may result in a pro-rated bonus amount for each position based upon the target bonus amount, the achievement of bonus criteria for each position and the discretion of the Compensation Committee.

Plan Components

Whether a participant will receive a bonus under the Plan depends on the extent to which the following goals are achieved:

 

  (1)

A company goal based on target Adjusted EBITDA for 2019 (“Target Adjusted EBITDA”); and

  (2

One or more department or individual goals based on applicable division or department performance such as gross operating profit; revenues from group business; RevPAR growth; increase in RevPAR index; improvement in customer service competitive quality index; associate engagement; and addition of franchised and managed hotels to RLHC’s system of hotels and other goals that advance department or company strategic goals and/or personal development. The department and individual goals are established by the CEO and Compensation Committee.


LOGO

 

Bonus Calculation

For purposes of determining the bonuses, if any, due under this Plan for achievement of the Target Adjusted EBITDA (“EBITDA Goal Achievement”), the calculation will be the fraction (expressed as a percentage) determined by dividing (i) RLHC’s 2019 Adjusted EBITDA, as disclosed in the 2019 Form 10-K by (ii) 2019 Target Adjusted EBITDA approved by the Board on February 7, 2019. Neither the 2019 Adjusted EBITDA as disclosed, nor the Target Adjusted EBITDA shall be further adjusted for hotel sales, dispositions or acquisitions. There will be no bonus payout to the participants under this calculation unless this percentage exceeds 90%.

The EBITDA Goal Achievement percentage will determine the tentative payouts, if any, to which the participants are entitled, as set forth in or determined from the following applicable table:

 

     EBITDA
Goal
Achievement
    Target
Multiplier(1)
    Tentative
EVP Payout:
% of base
salary
    Tentative
EVP, COO
Payout:
% of base
salary
    Tentative
EVP, CFO
Payout:
% of base
salary
    Tentative
EVP, PGD
Payout:
% of base
salary
    Tentative
CEO
Payout:
% of base
salary
 

Maximum

     120     160     64     76.8     89.6     102.4     128
     115     145     58     69.6     81.2     92.8     116
     110     130     52     62.4     72.8     83.2     104
     105     115     46     55.2     64.4     73.6     92

Target

     100     100     40     48     56     64     80
     97.5     87.5     35     42     49     56     70
     95     75     30     36     42     48     60
     92.5     62.55     25     30     35     40     50

Threshold

     90     50     20     24     28     32     40

(1) The Target Multiplier and tentative payout percentages will be linearly interpolated for EBITDA Goal Achievement percentages that are between any two percentages shown in the table.

The goal payout has two elements, EBITDA performance and hotel sales and departmental/individual goals. The ratio of payouts is as follows:

 

  1.

EBITDA—represents 80% of the bonus payout, as is reflected in the chart above.

 

  2.

Department/Individual goals—represents 20% of the bonus payout. To the extent the department/individual goals are met, as determined collaboratively between the CEO and the Compensation Committee, then up to 20% of the target bonus is paid to eligible participants, up to a maximum of 32% of the target bonus if department/individual goals are exceeded.

The minimum threshold to receive any bonus payout under this Plan is the 90% EBITDA target. Failure to meet this threshold will result no bonus payment under this Plan.

Bonus payouts in excess of 100% are possible (up to 160%), if the EBITDA goal is exceeded and/or Department/Individual Goals are exceeded, as determined by the Compensation Committee.

A participant who receives a bonus under the Plan will be required to repay the bonus to RLHC to the extent required by (i) any “clawback” or recoupment policy adopted by RLHC to comply with the requirements of any applicable laws, rules or regulations, or (ii) any applicable law, rule or regulation that imposes mandatory recoupment.

Administration

The VP, HR, and CFO will administer the Plan.

Calculation, Approval and Payment

As soon as the necessary information is available following the end of the Plan Year, the VP HR and the SVP, Chief Accounting Officer will complete the bonus calculations for each participant and submit them to the CFO for review and


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approval including a review and recommendation by the CEO of the achievement of department and individual goals. Once approved by the CFO, she will submit the bonus calculations to the Compensation Committee for final approval. Upon Compensation Committee approval, the CFO will provide the payment information to the SVP, Chief Accounting Officer and VP, HR for recordkeeping, who will in turn submit it to the payroll office for payments. Payments will be made to participants as soon as administratively possible following the end of the bonus period. Typically, payments are approved following the February Board meeting and paid as soon as practical thereafter. Calculations are based on the base salary of the participant on the last day of the Plan Year.

Effect of Change in Employment Status/Termination

Leaves of Absences: To the extent a participant qualifies for an approved leave of absence, that participant’s bonus will not be forfeited, but rather will be prorated. If the leave involves accrued paid leave, the bonus will be unaffected. If the leave involves unpaid leave, the bonus will be prorated based upon the actual number of days worked plus any paid leave as a proportion of the full Plan Year.

Terminations: Bonuses for this Plan are not earned or vested until they are approved by the Compensation Committee and paid. Any bonuses earned will be determined and paid on or before March 31, 2020. To encourage continued employment with RLHC, participants must be employed as of the date of payout in order to earn a bonus. Therefore, any participant whose employment terminates prior to the date of payout will not earn, vest in, or receive a bonus.

General Provisions

There is an overriding discretionary analysis of each participant’s eligibility to receive a bonus. Even though an individual might earn a bonus based on the terms of this Plan, a bonus can be adjusted up or down or not paid entirely in the sole discretion of the Compensation Committee Directors. For example a bonus may be adjusted down for overall substandard work performance of the participant, including, but not limited to the below. For example, if a participant fails to follow company policy and procedures, exposes the company to legal liability, exhibits inappropriate behavior, withholds information, or does not adequately follow through on critical incidents, he or she may be disqualified from receiving a bonus. Other disqualifiers may include unacceptable performance against established performance objectives, unacceptable scores on internal audit processes (e.g., HR, Accounting, Risk Management, Internal Audit, Quality Assurance), or poor associate or customer satisfaction scores.

Notwithstanding anything to the contrary in this Plan, individual bonus payments may be deferred, partially paid or withheld in their entirety, at the sole discretion of the Compensation Committee, in consideration of the overall best interests of the company. RLHC reserves the right to cancel, change, modify or interpret any and all provisions of the Plan at any time without notice. Participation in the Plan does not create any entitlement to continued employment and does not alter the at-will status of participants. This Plan will be governed and construed in accordance with the laws of the state of Washington.

This Plan supersedes all previous plans in existence and any past written or verbal communication to any participant regarding the terms of any incentive plan.