CONSULTING AGREEMENT AND RELEASE
This CONSULTING AGREEMENT AND RELEASE (the "Agreement and Release") is made and entered into
as of December 18, 1997, by and between Choice Hotels International, Inc., a Delaware corporation ("Choice")
and Barry L. Smith ("Smith").
A. Smith has informed Choice that he intends to retire from Choice upon the appointment of a successor to his
B. Choice desires to retain Smith as a consultant.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of are hereby acknowledged, the parties agree as follows:
1. Resignation. Smith shall resign as Senior Vice President, Marketing, upon 45 days after a successor has been
appointed by the Board of Directors to the position (or similar position with similar responsibilities), but in no
event later than December 15, 1998 (the "Resignation Date").
2. Consulting Period. During the period from the Resignation Date through December 15, 1998 (assuming the
Resignation Date is a date prior to December 15, 1998), Smith will remain on Choice's payroll and such period
will be referred to as the "Initial Consulting Period". At the mutual election of Choice and Smith and upon 30 days
prior written notice by one party, to be accepted or rejected by the other in ten (10) days after receipt of notice,
the Initial Consulting Period shall be extended, upon acceptance, for successive one year periods (the "Additional
Consulting Period"); provided, however, that to so extend, the Additional Consulting Period must still be in effect
on the one year anniversary of the commencement of such term.
3. Consulting Services.
3.1 Services to be Rendered. During the Initial Consulting Period and any Additional Consulting Period, Smith
shall provide such consulting and advisory services to Choice related to marketing issues affecting Choice, as may
be requested by Choice from time to time.
3.2 Report to CEO.