kozue13/Contracts · Datasets at Hugging Face

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6/26/97
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Date


28
<PAGE> 1
EXHIBIT 2.4

NON-COMPETITION AND NON-DISCLOSURE AGREEMENT


THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement")
is made and entered into as of the 31st day of July, 1997, by and between Roland
W. Samples ("Samples"), Wyndham Hotel Corporation, a Delaware corporation (the
"Acquiror"), and ClubHouse Hotels, Inc., a Kansas corporation (the "Target
Company").
RECITALS

A. Pursuant to the Agreement and Plan of Merger dated as of July,
21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a
Delaware corporation ("MergerSub"), Samples and David H. Aull (the "Merger
Agreement"), the parties have agreed to the merger of MergerSub with and into
the Target Company (the "Merger") and certain related transactions (the Merger
and such related transactions are collectively referred to herein as the
"Merger Transactions"), all on the terms and subject to the conditions set
forth in the Merger Agreement and such other ancillary agreements as are
referenced therein.
B.
Samples is a principal stockholder of the Target Company and,
as such, will derive substantial benefit from the Merger Transactions.
C. Each of the Acquiror and the Target Company has been and
presently is engaged (itself and through its subsidiaries and the Related
Entities) in the business of owning, franchising, licensing and operating
hotels (the "Business").
Samples is a director and the President and Chief
Financial Officer of the Target Company (and is also an officer and/or director
of certain of the Target Company's subsidiaries and affiliates and the Related
Entities).
D. The Merger Agreement provides, as a condition to the Closing
thereunder, that Samples shall execute and deliver this Agreement.
E. The agreements of Samples hereunder are an important aspect of
the Merger Transactions, and the Acquiror and MergerSub would not consummate
the Merger Transactions absent the execution and delivery by Samples of this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:

1.
Certain Definitions.
Terms with initial capital letters used
herein that are not defined herein shall have the meanings provided for such
terms in the Merger Agreement.
As used herein, the term "Target Company" shall
mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the
surviving corporation in the Merger.
<PAGE> 2
2.
Restrictive Covenants.
(a) Samples hereby acknowledges and agrees that (i) the
know-how, trade secrets, intellectual property rights, marketing and operating
techniques, contacts, customers, suppliers, technology and other aspects of the
business of the Target Company and the Related Entities have been, and
hereafter will be, of value to the Acquiror, the Target Company and the Related
Entities and have provided, and hereafter will provide, the Acquiror, the
Target Company and the Related Entities with substantial competitive advantage
in the operation of their businesses; (ii) by virtue of his previous
relationship with the Target Company and the Related Entities as an officer,
director, shareholder and employee, he has detailed and substantial knowledge
and possesses confidential information concerning the business, operations,
pricing structure, customers, suppliers, personnel and competitive methods of
the Target Company and the Related Entities; and (iii) he has substantial
financial resources and experience in the business of owning, franchising,
licensing and operating hotels and the ability to operate a business or
businesses that could compete with the Acquiror, the Target Company, their
respective subsidiaries and affiliates and the other Related Entities.
(b) Samples agrees that, except for such disclosure as
may be required by applicable law, he shall not, directly or indirectly, for
himself or through or on behalf of any other person or entity, at any time
after the date hereof, without the prior written consent of the Acquiror,
reveal, divulge, disclose or communicate to any person, firm, association,
corporation or other entity, or use, in any manner whatsoever any know-how,
trade secrets, intellectual property rights, marketing and operating
techniques, business contacts, client or customer lists, suppliers, technology,
contracts or other confidential or proprietary information of the Target
Company, any Related Entity or any of their respective affiliates (except Innco
Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and
Transamerican Properties, Inc. and T.I.P.
Realty Partners, and any entity
controlled by either of them and the Broadway Plaza Suites in Kansas City,
Missouri); provided, however, that for purposes hereof, information shall not
be considered to be confidential or proprietary if (i) it is a matter of common
knowledge or public record or (ii) the Undersigned can demonstrate that such
information was already known to the recipient thereof other than by reason of
any breach of any obligation under this Agreement or any other confidentiality
or non-disclosure agreement.
(c) Samples agrees that, for a period of five (5) years

6/26/97

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Date

28

<PAGE> 1

EXHIBIT 2.4

NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement")

is made and entered into as of the 31st day of July, 1997, by and between Roland

W. Samples ("Samples"), Wyndham Hotel Corporation, a Delaware corporation (the

"Acquiror"), and ClubHouse Hotels, Inc., a Kansas corporation (the "Target

Company").

RECITALS

A. Pursuant to the Agreement and Plan of Merger dated as of July,

21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a

Delaware corporation ("MergerSub"), Samples and David H. Aull (the "Merger

Agreement"), the parties have agreed to the merger of MergerSub with and into

the Target Company (the "Merger") and certain related transactions (the Merger

and such related transactions are collectively referred to herein as the

"Merger Transactions"), all on the terms and subject to the conditions set

forth in the Merger Agreement and such other ancillary agreements as are

referenced therein.

B.

Samples is a principal stockholder of the Target Company and,

as such, will derive substantial benefit from the Merger Transactions.

C. Each of the Acquiror and the Target Company has been and

presently is engaged (itself and through its subsidiaries and the Related

Entities) in the business of owning, franchising, licensing and operating

hotels (the "Business").

Samples is a director and the President and Chief

Financial Officer of the Target Company (and is also an officer and/or director

of certain of the Target Company's subsidiaries and affiliates and the Related

Entities).

D. The Merger Agreement provides, as a condition to the Closing

thereunder, that Samples shall execute and deliver this Agreement.

E. The agreements of Samples hereunder are an important aspect of

the Merger Transactions, and the Acquiror and MergerSub would not consummate

the Merger Transactions absent the execution and delivery by Samples of this

Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual

promises contained herein, and of other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties do hereby

agree as follows:

1.

Certain Definitions.

Terms with initial capital letters used

herein that are not defined herein shall have the meanings provided for such

terms in the Merger Agreement.

As used herein, the term "Target Company" shall

mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the

surviving corporation in the Merger.

<PAGE> 2

2.

Restrictive Covenants.

(a) Samples hereby acknowledges and agrees that (i) the

know-how, trade secrets, intellectual property rights, marketing and operating

techniques, contacts, customers, suppliers, technology and other aspects of the

business of the Target Company and the Related Entities have been, and

hereafter will be, of value to the Acquiror, the Target Company and the Related

Entities and have provided, and hereafter will provide, the Acquiror, the

Target Company and the Related Entities with substantial competitive advantage

in the operation of their businesses; (ii) by virtue of his previous

relationship with the Target Company and the Related Entities as an officer,

director, shareholder and employee, he has detailed and substantial knowledge

and possesses confidential information concerning the business, operations,

pricing structure, customers, suppliers, personnel and competitive methods of

the Target Company and the Related Entities; and (iii) he has substantial

financial resources and experience in the business of owning, franchising,

licensing and operating hotels and the ability to operate a business or

businesses that could compete with the Acquiror, the Target Company, their

respective subsidiaries and affiliates and the other Related Entities.

(b) Samples agrees that, except for such disclosure as

may be required by applicable law, he shall not, directly or indirectly, for

himself or through or on behalf of any other person or entity, at any time

after the date hereof, without the prior written consent of the Acquiror,

reveal, divulge, disclose or communicate to any person, firm, association,

corporation or other entity, or use, in any manner whatsoever any know-how,

trade secrets, intellectual property rights, marketing and operating

techniques, business contacts, client or customer lists, suppliers, technology,

contracts or other confidential or proprietary information of the Target

Company, any Related Entity or any of their respective affiliates (except Innco

Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and

Transamerican Properties, Inc. and T.I.P.

Realty Partners, and any entity

controlled by either of them and the Broadway Plaza Suites in Kansas City,

Missouri); provided, however, that for purposes hereof, information shall not

be considered to be confidential or proprietary if (i) it is a matter of common

knowledge or public record or (ii) the Undersigned can demonstrate that such

information was already known to the recipient thereof other than by reason of

any breach of any obligation under this Agreement or any other confidentiality

or non-disclosure agreement.

(c) Samples agrees that, for a period of five (5) years