EFTA00636519.pdf

From: Stephen Hanson .T: > To: Jeffrey Epstein <jeevacation®gmail.com> Subject: FW: Going forward Date: Thu, 05 Dec 2013 22:36:14 +0000 See below. Original Message From: Barry Stemlicht [mailto Sent: Thursday, December 05, 2013 11:04 AM To: Steve Hanson Cc: Dan Yih; Ellis Rinaldi Subject: Going Forward Dear Steve, I regret we could not come to a reasonable separation agreement of your tenure with BR Guest. As you know, our sole intention in paying you a going away bonus was to give our limited partners a tiny bit of protection with a longer terms non compete/no hire and a provision which prevented you from working to hurt them even further regarding the Strip House joint venture. You negotiated a noncompete/no hire to just 6 months and we capitulated. But enough is enough. Our investors are facing the loss of tens of millions of dollars and even so, we were willing to pay you millions to go away because of poorly drafted documents. Despite spending more than $20m on new BRG outlets since we acquired our interest in BR Guest, the EBITDA of the firm is lower today than when we bought it more than seven years ago. Only one person has profited from this investment and that is you. Nonetheless, we offered to pay you for "failing" and for not interfering with our go forward efforts to recoup our investors capital. You remain intransigent and unreasonable and self-righteous. So we are forced to keep you on because you are arguing about $250k deferral for 6 months and you want to have the ability to interfere with Strip House. Fine. As you know, Dan will be with you every step of the way as CFO. We expect that as the CEO, you will hilly fulfill all your duties of care and the standards of a CEO. Included in your duties is, as long as you stay as CEO, you cannot compete with the firm... so be our guest. We frankly would would much rather allocate a significant portion of your $2.5m blackmail payment to the employees for whom we rely on future performance of the company. We also will not approve any corporate travel by you outside any of the locations in which we have restaurants today. We expect you will devote substantially all your business time to the company and as CEO and shareholder, you will cooperate with our right to sell the company, a process we will embark on in the next 12 months. You will not have any non compete after the company is sold. We would like to allocate I.5m of the payment to you to keep employees split with a portion performance based over the next twelve months and portion representing a stay package which will "vest" 6 months after the closing of a sale. We will not allow any charitable gifts beyond those we have approved nor any political donations whatsoever from the company. EFTA00636519 We look forward to fixing the company with you and to the smooth and satisfactory sale of the company in the near term. The company is your legacy and we know you would not like to see it injured nor the loyal employees who count on the company for their livelihood. All the best, Barry 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. EFTA00636520