Epstein Secrets

ate on which the Company terminates the BRG Key Individual's employment with the Company without Clang(' and which termination is not preceded by a BRG Trigger Event, (vi) the date on which the BRG Key Individual terminates his employment with the Company for Good Reason and which termination is not preceded by

ent other than employees who fall within any of clauses (ii) and (iii) above. "BRG Vegas" shall mean B.R. Guest Vegas, Inc. a Nevada corporation. "BRG Trigger Event" shall mean the occurrence of any of the following events, in each case following the receipt of written notice of the occurrence of such even

7738.2 EFTA_R1_00007681 EFTA01733603 SOF U.S. Restaurant - 2 - November 1, 2013 Co-Invest Holdings, L.L.C. Starwood Member's assertion that a BRG Trigger Event has occurred is therefore incorrect, and Starwood Member has no authority to remove the BRG Representatives from the Management Committee or to exe

ment Committee without the participation of the BRG Representatives. Accordingly, we demand that Starwood Member immediately withdraw the Notice of BRG Trigger Event with prejudice and reinstate the BRG Representatives to the Management Committee. Unless and until such reinstatement occurs, we also demand

of a Change of Control (as defined below). A Change of Control shall mean the occurrence of any of the following events: (i) other than following a BRG Trigger Event, the acquisition by the Company, the Starwood Member or any subsidiary or affiliate of either the Company or the Starwood Member of the interests in

nd any Additional Terms, if applicable, collectively, the "Emplovment Term"). Notwithstanding the immediately preceding sentence, unless and until a BRG Trigger Event (as defined in the LLC Agreement) shall have occurred, the Company may only deliver to the Executive a notice of non-renewal with the approva