-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oto1OPqx/oy26p1HdEQ3B+1jDq6S5OpdbMMj8zywoeXNl1I81JVfoK2Z5yD7LQvU NfcF+9VuNnmOZl3iliHLAw== 0000928385-96-001432.txt : 19961108 0000928385-96-001432.hdr.sgml : 19961108 ACCESSION NUMBER: 0000928385-96-001432 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961106 EFFECTIVENESS DATE: 19961106 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICE HOTELS HOLDINGS INC CENTRAL INDEX KEY: 0001018146 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15661 FILM NUMBER: 96655524 BUSINESS ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3015935600 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 6, 1996. ----------------------------------------------------------------------------- REGISTRATION STATEMENT NO.____________________________ ******************************************************************************** SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CHOICE HOTELS INTERNATIONAL, INC. --------------------------------- (Exact name of issuer as specified in its charter) Delaware 52-1985619 --------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10750 Columbia Pike Silver Spring, Maryland 20901 ----------------------- ----- (Address of Principal (Zip Code) Executive Offices) EMPLOYMENT AGREEMENT DATED SEPTEMBER 30, 1996 BETWEEN WILLIAM R. FLOYD AND CHOICE HOTELS INTERNATIONAL, INC. -------------------------------------------------------------- (Full title of the plan) Edward A. Kubis, Esq. Senior Vice President, General Counsel and Secretary 10750 Columbia Pike Silver Spring, MD 20901 ------------------------ (Name and address of agent for service) (301) 979-5000 -------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE *********************************************************************************************************************** Proposed Proposed Title of Maximum Maximum Amount Each Class of Amount Offering Aggregate Of Securities To Be Price Per Offering Registration To Be Registered Registered Share* Price* Fee* - ---------------- ---------- ------ ------ ---- Common Stock, 358,975 $14.625 $5,250,010 $1,811 par value of $.01 per share ************************************************************************************************************************
(*) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee. Estimate based on the average of the high and low share prices reported on the New York Stock Exchange for November 4, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3 Documents Incorporated By Reference ----------------------------------- The following document has been filed by Choice Hotels International, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") and is hereby incorporated by reference in this Registration Statement: (1)The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10 filed on July 11, 1996, as amended. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 1 ITEM 4 Description of Securities. -------------------------- Not Applicable. ITEM 5 Interests of Named Experts and Counsel -------------------------------------- Not applicable. 2 ITEM 6 Indemnification of Officers and Directors. ------------------------------------------ Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides, in summary, that directors and officers of Delaware corporations such as the Registrant are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorneys' fees) incurred by them as a result of suits brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided, that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Any such indemnification may be made by the corporation only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Article VII of the Registrant's By-Laws entitles officers, directors and controlling persons of the Registrant to indemnification to the full extent permitted by Section 145 of DGCL, as the same may be supplemented or amended from time to time. Article VII of the Bylaws of Choice Hotels International, Inc. provides: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Section 1. Action, Other Than by or in the Right of the Corporation. --------------------------------------------------------- The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Corporation (other than a judicial action or suit brought by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or trustee of the Corporation, or that, being or having been such a director, officer, employee or trustee, he is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereafter as an "Agent"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, or any appeal therein, if he acted in good faith and in a manner he reasonably believed to be in or not 3 opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding -- whether by judgment, order, settlement, conviction, or upon a plea of nolo contendere or ---- ---------- its equivalent -- shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 2. Action, by or in the Right of the Corporation. The ---------------------------------------------- Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he is or was an Agent (as defined above) against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense, settlement or appeal of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misconduct in the performance of the duty of the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other such court shall deem proper. Section 3. Determination of Right of Indemnification. Any ------------------------------------------ indemnification under Section 1 or 2 (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made (i) by the Board by a majority vote or a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe that his conduct was unlawful. Section 4. Indemnification Against Expenses of Successful Party. ----------------------------------------------------- Notwithstanding the other provisions of this Article, to the extent that an Agent has been successful on the merits or otherwise, including the dismissal of an action without admission of liability, in defense of any proceeding or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, claim or matter, such Agent shall be indemnified against all expenses incurred in connection therewith. 4 Section 5. Advances of Expenses. Except as limited by Section 6 of --------------------- this Article, expenses incurred in any action, suit, proceeding or investigation or any appeal therein shall be paid by the Corporation in advance of the final disposition of such matter, if the Agent shall undertake to repay such amount in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, that, based upon the facts known to the Board or counsel at the time such determination is made, such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Board or independent legal counsel reasonably determines that such person deliberately breached his duty to the Corporation or its shareholders. Section 6. Right of Agent to Indemnification Upon Application; --------------------------------------------------- Procedure Upon Application. Any indemnification under Sections 1, 2, and 4, - -------------------------- or advance under Section 5 of this Article, shall be made promptly, and in any event within ninety days, upon the written request of the Agent, unless with respect to applications under Sections 1, 2, and 5, a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested directors that such Agent acted in a manner set forth in such Sections as to justify the Corporation's not indemnifying or making an advance to the Agent. In the event no quorum of disinterested directors is obtainable, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Agent acted in the manner set forth in such Sections as to justify the Corporation's not indemnifying or making an advance to the Agent. The right to indemnification or advances as granted by this Article shall be enforceable by the Agent in any court of competent jurisdiction, if the Board or independent legal counsel denies the claim, in whole or in part, or if no disposition of such claim is made within ninety days. The Agent's expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. Section 7. Contribution. In order to provide for just and equitable ------------- contribution in circumstances in which the indemnification provided for in this Article is held by a court of competent jurisdiction to be unavailable to an indemnitee in whole or in part, the Corporation shall, in such an event, after taking into account, among other things, contributions by other directors and officers of the Corporation pursuant to indemnification agreements or otherwise, and in the absence of personal enrichment, acts of intentional fraud or dishonesty or criminal conduct on the part of the agent, contribute to the payment of Agent's losses to the extent that, after other contributions are taken into account, such losses exceed: (i) in the case of a director of the Corporation or any of its subsidiaries who is not an officer of the Corporation or any of such subsidiaries, the amount of fees paid to him for serving as a director during the 12 months preceding the commencement of the suit, proceeding or investigation; or (ii) in the case of a director of the Corporation or any of its subsidiaries who is also an officer of the Corporation or any of such subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash compensation paid to said director for service in such office(s) during the 12 months preceding the commencement of the suit, proceeding or investigation; or (iii) in the case of an officer of the Corporation or any of the subsidiaries, 5% of the aggregate cash compensation paid to such officer for service in 5 such office(s) during the 12 months preceding the commencement of such suit, proceeding or investigation. Section 8. Other Rights and Remedies. The indemnification provided by -------------------------- this Article shall not be deemed exclusive of, and shall not affect, any other rights to which an Agent seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights to indemnification under this Article shall be deemed to be provided by a contract between the Corporation and the Agent who serves in such capacity at any time while these bylaws and other relevant provisions of the general corporation law and other modification thereof shall not affect any rights or obligations then existing. Section 9. Insurance. Upon resolution passed by the Board, the ---------- Corporation may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. The Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. Section 10. Constituent Corporations. For the purposes of this ------------------------- Article, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employees, or trustee of such a constituent corporation or who, being or having been such a director, officer employee or trustee, is or was serving at the request of such constituent corporation as a director, officer, employee, trustee of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. Section 11. Other Enterprises, Fines, and Serving at Corporation's ------------------------------------------------------ Request. For purposes of this Article, references to "other enterprises" in - -------- Sections 1 and 7 shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service by Agent as director, officer, employee, trustee or agent of the Corporation which imposes duties on, or involves services by, such Agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interests of the participants and beneficiaries of an 6 employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article. Section 12. Savings Clause. If this Article or any portion hereof --------------- shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Agent as to expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit, appeal, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law. The Registrant has entered into separate indemnification agreements with directors and officers of the Registrant, pursuant to which the Registrant will indemnify such directors and officers to the fullest extent permitted by Delaware law, as the same may be amended from time to time. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. ITEM 7 Exemptions from Registration Claimed. ------------------------------------- None. ITEM 8 Exhibits. --------- 4. Employment Agreement dated September 30, 1996 among Choice Hotels Holdings, Inc., Choice Hotels International, Inc. and William R. Floyd. 5. Opinion of Edward A. Kubis regarding the legality of the securities being registered. 23.1 Consent of Arthur Andersen, LLP, Independent Public Accountants. 23.2 Consent of Edward A. Kubis (included in Exhibit 5). 24 Powers of Attorney authorizing execution of Registration Statement on Form S-8 on behalf of certain directors of Registrant. 7 ITEM 9 Undertaking. ------------ (a) Rule 415 Offering. ------------------ The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10 (a) (3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not -------- ------- apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings incorporating subsequent Exchange Act documents by reference. -------------------------------------------------------------------- The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities at that time shall be deemed to be the initial bona fide offering thereof. 8 (c) Request for acceleration of effectiveness or filing of registration ------------------------------------------------------------------- statement on Form S-8. --------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES ---------- The Registrant. Pursuant to the requirements of the Securities Act of --------------- 1933, the Registrant certifies that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Silver Spring, State of Maryland, on this 6th day of November, 1996. CHOICE HOTELS INTERNATIONAL, INC. By: /s/ Edward A. Kubis ---------------------------------- Edward A. Kubis Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- * Chief Executive Officer November 6, 1996 ______________________ and Director William R. Floyd 9 * Executive Chairman of the November 6, 1996 _____________________ Board, and Director Stewart Bainum, Jr. * Director November 6, 1996 _____________________ Stewart Bainum * Director November 6, 1996 _____________________ Barbara Bainum * Director November 6, 1996 _____________________ Paul A. Gould * Director November 6, 1996 _____________________ Robert C. Hazard, Jr. * Director November 6, 1996 _____________________ Gerald W. Petitt * Director November 6, 1996 _____________________ Frederic V. Malek * Director November 6, 1996 _____________________ Jerry E. Robertson * Senior Vice President November 6, 1996 _____________________ and Chief Financial Officer James A. MacCutcheon (Principal Financial Officer) 10 * Vice President and Controller November 6, 1996 ______________________ (Principal Accounting Officer) Charles G. Warczak, Jr. * By: /s/ Edward A. Kubis _________________________ Edward A. Kubis Attorney-in-fact 11 EX-4 2 EXHIBIT 4 EXHIBIT 4 --------- EMPLOYMENT AGREEMENT -------------------- This Agreement ("Agreement") dated this 30th day of September, 1996 among Choice Hotels International, Inc. (to be renamed Choice Hotels Franchising, Inc.) ("Choice Franchising") and Choice Hotels Holdings, Inc. (to be renamed Choice Hotels International, Inc.) ("Choice Hotels" and, collectively with Choice Franchising, the "Employer"), both Delaware corporations with principal offices at 10750 Columbia Pike, Silver Spring, Maryland 20901, and William R. Floyd ("Employee"), sets forth the terms and conditions governing the employment relationship between Employee and Employer. 1. Employment. During the term of this Agreement, as hereinafter ---------- defined, Employer hereby employs Employee as Chief Executive Officer ("CEO"). Employee hereby accepts such employment upon the terms and conditions hereinafter set forth and agrees to faithfully and to the best of his ability perform such duties as may be from time to time assigned by Employer's Board of Directors, such duties to be rendered at the principal office of Employer, subject to reasonable travel. The Employer shall assign to Employee only those duties consistent with his position as CEO. The Employee, in his position as CEO, shall report directly to the Employer's Board of Directors and all senior executives of the Employer shall report either directly to Employee or indirectly through other senior executives. Employee also agrees to perform his duties in accordance with policies established by Employer's Board of Directors, which may be changed from time to time. At the Effective Date (defined below), Employee shall be appointed to the Board of Directors of Choice Hotels (the "Choice Hotels Board") as a Class III director, as specified in the Restated Certificate of Incorporation of Choice Hotels. After the distribution of Choice Hotels common stock to the stockholders of Manor Care, Inc. (the "Distribution Date"), the term "Employer" under this Agreement shall refer solely to Choice Hotels. 2. Term. Subject to the provisions for termination hereinafter provided, ---- the term of this Agreement shall begin on October 21, 1996 ("Effective Date") and shall terminate five (5) years thereafter (the "Termination Date"). The Termination Date shall automatically be extended for successive one-year terms unless either party gives written notice no less than nine months prior to the Termination Date that it elects not to extend the Termination Date. 3. Compensation. For all services rendered by Employee under this ------------ Agreement during the term thereof, Employer shall pay Employee the following compensation: (a) Salary. A base salary of Four Hundred Twenty-five Thousand ------ Dollars ($425,000) per annum payable in equal bi-weekly installments. Such salary shall be reviewed by the Compensation Committee of the Board of Directors of Employer on the first anniversary of the Effective Date and thereafter at the end of each fiscal year and may be increased at the discretion of Employer. 1 (b) Incentive Bonus. Employee shall have the opportunity to earn --------------- up to a maximum of Sixty Percent (60%) per annum of the base salary set forth in subparagraph 3(a) above in Employer's bonus plans as adopted from time to time by Employer's Board of Directors. For the Employer's 1997 fiscal year, the Employee's bonus shall be calculated on a pro rata basis from the Effective Date. Additionally, the Employer shall pay the Employee a one-time bonus of $121,232, payable at the Effective Date. (c) Restricted Stock. As soon as practicable after the Distribution ---------------- Date, Choice Hotels shall issue to Employee restricted Choice Hotels common stock ("Common Stock") in an amount equal to $1,250,000 divided by the closing trading price of the Common Stock on its first day of public trading following the Distribution Date. Upon issuance, Choice Hotels and Employee shall enter into a Stock Agreement substantially in the form of Exhibit A hereto. The restrictions on such shares shall lapse upon vesting, which shall occur as specified on Exhibit A hereto. (d) Automobile. Employer shall provide Employee with an allowance ---------- for automobile expenses of $975 per month. (e) Club Membership. Employer shall provide Employee with an --------------- appropriate corporate membership, including initial and annual fees, at a dining and/or recreational club at the choice of Employee for the purpose of business entertainment. (f) Stock Options. Employee shall be eligible to receive options ------------- under the Choice Hotels International, Inc. Long Term Incentive Plan ("LTIP"), or similar plan, to purchase Common Stock in accordance with the policy of the Choice Hotels Board as in effect from time to time. Additionally, the Employee shall be granted, as soon as practicable after the Distribution Date, options to purchase such number of shares of Common Stock as is equal to $4,500,000 divided by the average of the high and low trading price of the Common Stock on its first day of public trading following the Distribution Date ("First Average Trading Price"). A number of the options shall be incentive stock options granted under the LTIP, which number shall be the maximum number permitted under the LTIP and Section 422(d) of the Internal Revenue Code of 1986, as amended, but in no event more than 25% of the total number of options granted pursuant to this Section 3(f). The remainder of the options shall be nonqualified stock options. The options shall be exercisable at an amount per share equal to the First Average Trading Price and shall vest as specified on Exhibit B hereto. (g) SERP. At the Distribution Date, Employee shall participate in the ---- Choice Hotels International, Inc. Supplemental Executive Retirement Plan ("SERP"), with 2 the following amendments: (1) Section 1.05 of the SERP is deleted and replaced with: "'Final Average Salary' shall mean the highest average of the monthly base salary, excluding bonuses or commissions, earned in a sixty-month period out of the 120 months of employment prior to Normal Retirement Age, Early Retirement Age or the last day of service, as the case may be." (2) Section 1.08 of the SERP is deleted and replaced with: "'Years of Service' shall mean the number of years and months of actual employment between the Employment Date and the Normal Retirement Date, the Early Retirement Date or the last day of service (as the case may be), excluding any period during which Participant is employed on a part-time basis." (3) Notwithstanding the calculation of benefits specified is Section 4.01 of the SERP, the Employee's monthly retirement benefit will be calculated as follows: Years of Service* at Retirement Benefit* as % Normal Retirement Age* of Final Average Salary* ---------------------- ------------------------ 10 or more 30.0% 7.5 22.5% 5 15% ---------------- *Terms are defined in the SERP. Years of Service under the SERP shall be calculated as of the Effective Date. (4) Notwithstanding Section 5.01 of the SERP, the Employee may elect Early Retirement at age 62, whether or not employed by the Employer at such time, with full payment of benefits to which Employee is entitled commencing thereon, without any reduction for Early Retirement. All references to "15 Years of Service" in Section 5.01 and Article VII of the SERP are replaced with "5 Years of Service." (h) Other Benefits. Employee shall, when eligible, be entitled to -------------- participate in all other fringe benefits, including vacation policy, generally accorded the most senior executive officers of Employer as are in effect from time to time on the same basis as such other senior executive officers. (i) Relocation Expenses. Employee shall be entitled to all benefits -------------------- under the Relocation Policy of Employer, as adopted in August 1996, with the following 3 additions: --------- (1) Notwithstanding Section II(C) of the Relocation Policy, the Employer will pay for the separate shipping of two automobiles; (2) Notwithstanding Section III(A) of the Relocation Policy, the Employer will pay for as many trips as are reasonably necessary for the purpose of locating suitable housing; and, (3) Notwithstanding Section III(B) of the Relocation Policy, Employer will reimburse Employee for the reasonable costs of a furnished apartment, including rent, utilities and broker's fees, for a period of up to one year from the Effective Date and first-class return trips for Employee and Employee's spouse to Employee's California home as are reasonably needed. (4) The Employer will also provide the Employee with a bridge loan with a term of one year and limited to 90% of the amount of equity in Employee's present house (as determined in accordance with Employer's policy on such loans) and secured by a lien on the house that Employee is selling. The other terms of the bridge loan shall be in accordance with Employer's policy on such loans. (5) Pursuant to its Home Purchase Policy, the Employer shall offer to purchase the Employee's home in accordance with the terms and conditions of such policy. (6) Employer and Employee acknowledge that if Employee voluntarily terminates this Agreement prior to one year from the Effective Date because he is "Constructively Terminated" (as defined in Section 7), Employee shall have no obligation to reimburse the Employer for relocation costs. 4. Extent of Services. Employee shall devote his full professional ------------------ time, attention, and energies to the business of Employer, and shall not during the term of this Agreement be engaged in any other business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; but the foregoing shall not be construed as preventing Employee from investing his assets in the securities of public companies, or the securities of private companies or limited partnerships outside the lodging industries if such holdings are passive investments of one percent or less of outstanding securities and Employee does not hold positions of director, officer, employee or general partner. Employee warrants and represents that he has no contracts or obligations to others which would materially inhibit the performance of his services under this Agreement. 4 5. Disclosure and Use of Information. Employee recognizes and --------------------------------- acknowledges that Employer's and affiliates' present and prospective clients, franchises, management contracts, acquisitions and personnel, as they may exist from time to time, are valuable, special and unique assets of Employer's business. Throughout the term of this Agreement and for a period of two (2) years after its termination or expiration for whatever cause or reason except as required by applicable law, Employee shall not directly or indirectly, or cause others to, make use of or disclose to others any information relating to the business of Employer that has not otherwise been made public, including but not limited to Employer's present or prospective clients, franchises, management contracts or acquisitions. In the event of an actual or threatened breach by Employee of the provisions of this paragraph, Employer shall be entitled to injunctive relief restraining Employee from committing such breach or threatened breach. Nothing herein stated shall be construed as preventing Employer from pursuing any other remedies available to Employer for such breach or threatened breach, including the recovery of damages from Employee. 6. Notices. Any notice, request or demand required or permitted to be ------- given under this Agreement shall be in writing, and shall be delivered personally to the recipient or, if sent by certified or registered mail to his residence in the case of Employee, or to its principal office in the case of the Employer. Such notice shall be deemed given when delivered if personally delivered or within three days of mailing if sent certified or registered mail. 7. Elective Positions. ------------------ (a) Nothing contained in this Agreement is intended to nor shall be construed to abrogate, limit or affect the powers, rights and privileges of the Board of Directors or stockholders to remove Employee from the positions set forth in Section 1, with or without Cause (as defined in Section 10 below), during the term of this Agreement or to elect someone other than Employee to those positions, as provided by law and the By-Laws of Employer; provided, however, that if Employee is Constructively Terminated (as defined in Section 7(b) below), it is expressly understood and agreed that Employee's rights under this Agreement shall in no way be prejudiced, and Employee shall be entitled to receive compensation referred to in Section 3 above, except ungranted stock options (but including the continued vesting of previously granted restricted stock and stock options). Employee upon removal shall not be required to mitigate damages but nevertheless shall be entitled to pursue other employment, and Employer shall be entitled to receive as offset and thereby reduce its payment, the amount received by Employee from any other active employment. As a condition to Employee receiving his compensation from Employer, Employee agrees to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by Employer but reasonably acceptable to Employee, who agrees to preserve the confidentiality of the information disclosed by Employee except to the extent required to permit Employer to verify the amount received by Employee from other active employment. Employer shall receive credit for unemployment insurance benefits, social security insurance or like amounts actually received by Employee. (b) For purposes of this Section 7, "Constructively Terminated" shall mean removal or 5 termination of Employee other than in accordance with Section 10, failure of the Employer to place Employee's name in nomination for re-election to the Choice Hotels Board, assignment of duties by the Employer inconsistent with Section 1, a change in Employee's title or the line of reporting set forth in Section 1 or any other material breach of this Agreement by Employer provided Employer shall be given fourteen days advance written notice of such claim of material breach, which written notice shall specify in reasonable detail the grounds for such claim of material breach. Except in the case of bad faith, Employer shall have an opportunity to cure the basis for Constructive Termination during the fourteen day period after written notice. 8. Waiver of Breach. The waiver of either party of a breach of any ---------------- provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 9. Assignment. The rights and obligations of Employer under this ---------- Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Employer. The obligations of Employee hereunder may not be assigned or delegated. 10. Termination of Agreement. This Agreement shall terminate upon the ------------------------ following events and conditions: (a) Upon expiration of its term; (b) For Cause which means, including but not limited to, refusal to carry out duties and instructions of the Employer's Board of Directors consistent with the position, material dishonesty, a violation or a willful breach of this Agreement, conviction of a felony involving moral turpitude, fraud or misappropriation of corporate funds or any willful acts or omissions inimical to or contrary to material policies of Employer not arbitrarily applied in the case of Employee. In the event of termination by Employer for Cause, vested but unexercised options granted during the term of this Agreement shall be forfeited as a result thereof, as of the date of notice and Employer shall have the right to purchase from Employee, at the price paid by Employee, such of its Common Stock as has been acquired by Employee by exercise of a stock option granted during the term of this Agreement if such exercise is within six (6) months prior to termination of this Agreement as a result of such breach. Employee shall be entitled to fourteen (14) days advance written notice of termination, except where the basis for termination constitutes conduct on the part of Employee involving dishonesty or bad faith, in which case the termination shall be effective upon the sending of notice. Such written notice shall specify in reasonable detail the grounds for Cause. Except in the case of material dishonesty, bad faith, conviction of a felony or fraud, Employee shall have an opportunity to cure the basis for termination during the fourteen day period after written notice. (c) If Employee is unable to perform the essential functions of the services described herein for more than 180 days (whether or not consecutive) in any period of 365 consecutive days, Employer shall have the right to terminate this Agreement by written notice to Employee. In the event of such termination, all non-vested obligations of 6 Employer to Employee pursuant to this Agreement shall terminate. (d) In the event of Employee's death during the term of this Agreement, the Agreement shall terminate as of the date thereof. 11. Legal Fees. Employer shall reimburse the Employee for all reasonable ----------- attorneys fees incurred in connection with the negotiation and execution of this Agreement. 12. Registration Rights. The Employer shall use its reasonable best ------------------- efforts to register on Form S-8 the restricted stock issued pursuant to Section 3(c) and the nonqualified options issued pursuant to Section 3(f) of this Agreement. All costs in connection with such registration shall be borne by the Employer. 13. Entire Agreement. This instrument contains the entire agreement of ---------------- the parties. It may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. This Agreement shall be governed by the laws of the State of Maryland, and any disputes arising out of or relating to this Agreement shall be brought and heard in any court of competent jurisdiction in the State of Maryland. [Remainder of page intentionally left blank] 7 14. Board Approval. Notwithstanding any other provision to the contrary, --------------- this Agreement is subject to the approval of the Choice Hotels Board and the Choice Franchising Board at its September 30, 1996 meeting and shall not be valid, binding and enforceable prior thereto. Prior to such approval, neither party hereto shall make any public announcement with respect to this Agreement or the employment of Employee by Employer. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. Employer: CHOICE HOTELS INTERNATIONAL, INC. By: /s/ James H. Rempe ------------------------------------- James H. Rempe Senior Vice President CHOICE HOTELS HOLDINGS, INC. (to be renamed Choice Hotels International, Inc.) By: /s/ James H. Rempe --------------------------------------- James H. Rempe Senior Vice President Employee: /s/ William R. Floyd ------------------------------------------------ William R. Floyd 8 EX-5 3 EXHIBIT 5 EXHIBIT 5 --------- November 6, 1996 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 RE: Choice Hotels International, Inc. Registration Statement on Form S-8 Gentlemen: I am General Counsel of Choice Hotels International, Inc.. (the "Company") and have acted for the Company in connection with the preparation of the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. The Registration Statement covers shares of the Company's Common Stock, $.01 par value, offered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd (the "Employment Agreement"). In connection with the rendering of the opinion set forth below, I have reviewed the records of the Company, the minutes of the meetings of the stockholders and directors of the Company and such other records and documents as was necessary in my judgment to so render the following opinion. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated and existing under the laws of the State of Delaware; and 2. The shares of Common Stock of the Company offered to the holder of restricted stock and under the exercise of options under the Employment Agreement, have been or will be legally issued, fully paid and nonassessable. I hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement referred to above. Very truly yours, /s/ Edward A. Kubis Edward A. Kubis Senior Vice President and General Counsel EX-23.1 4 EXHIBIT 23.1 EXHIBIT 23(i) ------------- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated June 28, 1996, included and incorporated by reference in Choice Hotels International, Inc.'s Form 10/A-4 and dated October 15, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ------------------------------ ARTHUR ANDERSEN LLP Washington, D.C. November 5, 1996 EX-24 5 EXHIBIT 24 EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Stewart Bainum, Jr. ------------------------------ Stewart Bainum, Jr. Executive Chairman of the Board and Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ William R Floyd ----------------------- William R. Floyd Chief Executive Officer and Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Stewart Bainum -------------------- Stewart Bainum Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Barbara Bainum -------------------- Barbara Bainum Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Paul A. Gould ------------------- Paul A. Gould Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Robert C. Hazard, Jr. --------------------------- Robert C. Hazard, Jr. Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Gerald W. Petitt ---------------------- Gerald W. Petitt Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Frederic V. Malek ----------------------- Frederic V. Malek Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Jerry E. Robertson ------------------------ Jerry E. Robertson Director EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ James A. MacCutcheon ----------------------------- James A. MacCutcheon Senior Vice President and Chief Financial Officer EXHIBIT 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints EDWARD A. KUBIS his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Registration Statements or amendments (including post-effective amendments) thereto with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock, $.01 par value, of Choice Hotels International, Inc. (the "Company") delivered pursuant to an Employment Agreement dated September 30, 1996 between the Company and William R. Floyd and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent or his substitute may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of November, 1996. /s/ Charles G. Warczak, Jr. ------------------------------ Charles G. Warczak, Jr. Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----