EFTA00685090.pdf

From: Stephen Hanson czl To: Jeffre E stein , "HOWIE / SUE MUCHNICK" , Sue Schwartz Muchnick Subject: RE: Revised Separation Agreement Date: Thu, 12 Dec 2013 20:41:55 +0000 Jeff- seems like we are there. From: Ellis Rinaldi [mailto: Sent: Thursday, December 12, 2013 3:14 PM To: Steve Hanson; Barry Sternlicht Cc: Dan Yih; Eric Franklin; Stephenson, Tim; Chamas, Brandon S.; Subject: RE: Revised Separation Agreement I. NY City and AC is fine. But there is no 2 restaurants allowed concept for NY City or AC. 2. notice and cure is fine but it is 5 days notice and cure. a. Non-compete until 6-30-14. We need to stick to that as Barry so eloquently put it ... " june 30th.. qtr end. its 6 months from effectively end of this year.. which ends this friday for most people." b. Payment of $500k on earlier of June 30th or a sale is fine. but non-compete goes to june 30th. 3. we are ok with this. 4. we responded on the assignment. Please confirm we are done on that. The other 2 nits (your points 3 and 4) were obviously ok. Redraft coming your way. 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 there. The lawyers are reviewing the language today, and we should be able to close today or tomorrow. EFTA00685090 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, minoring 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 breathed 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 03. 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 Winging and losing an arbitration regarding Section 5(bXii) 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(b)(iv). And I assume the assignment doc for stock should include assumptions as well as assignments. Otherwise, I think we are ready to go. Confluent al'ty Nonce: This e-rra I :rassmissics asd any tile or previous a-ma I attached to it is intended tote siiewea co y by the pacy to /inch it is a:dressed and may contain valuable business information that is confidential andfor otherwise protected from disclosure under applicable law. If you are not the intended recipient you are hereby notified that any review. disclosure. dissemination or use of any of the information contained in or attached to this transmission 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: - i; ; 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 EFTA00685091 Jonathan A. Schechter, M. 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