Vice President-human Resources Employment Agreement

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement" ) dated as of October 21, 2005 is entered between La Quinta Corporation (the " Company" ) and Noel E. Ferguson (the " Executive" ).

NOW, THEREFORE, for good and valuable consideration, the delivery and receipt of which is hereby acknowledged by the parties hereto, respectively, said parties hereby agree as follows:

ARTICLE I

Employment, Duties and Responsibilities

1.1 Employment . The Executive shall serve as the Senior Vice President-Human Resources of the Company. The Executive hereby accepts such employment. The Executive agrees to devote substantially all of his time and efforts to promoting the interests of the Company.

1.2 Duties and Responsibilities . Subject to the supervision of and direction by the President and Chief Operating Officer, the Executive shall perform such duties as are customarily associated with the position of Senior Vice President-Human Resources of the Company, and such related duties and responsibilities with comparable levels of responsibilities and skill set requirements as the Company may assign, from time to time.

1.3 Base of Operation . The Executive' s principal base of operation for the performance of his duties and responsibilities under this Agreement shall be the offices of the Company in Dallas, Texas.

ARTICLE II

Term

2.1 Term . The term of this Agreement (the " Term" ) shall commence on the date of this Agreement as indicated above, and shall continue for a period of three years from the commencement date hereof. The Term and this Agreement will be renewed automatically thereafter for successive one-year terms unless 6 months notice of non-renewal is given by either party to the other. Regardless of the term remaining on this Agreement determined as provided above, upon the occurrence of a Change of Control of the Company, the Term of this Agreement shall not expire until the later of the end of the remaining term then in effect or two years from the date of such Change of Control.

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ARTICLE III

Compensation and Expenses

3.1 Salary and Benefits . As compensation and consideration for the performance by the Executive of his obligations under this Agreement, the Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):

(a) The Company shall pay the Executive a base salary, payable in accordance with the ordinary payment procedures of the Company and subject to such withholdings and other ordinary employee deductions as may be required by law. The total base salary paid to the Executive through the date of his next regular annual salary review shall be $250,000. The base salary to be paid the Executive during the Term for subsequent years shall be reviewed on an annual basis, by the Board of Directors of the Company (the " Board" ) or by the Compensation Committee of the Board, (the " Compensation Committee" ) subject to increase based upon performance and competitive market data as determined by the Compensation Committee in its sole discretion. In no event shall such base salary be less than $250,000 per annum.

(b) The Executive shall participate during the Term in the annual cash bonus plan maintained by the Company, subject to the performance goals and procedures established by the Compensation Committee, from time to time. Subject to the terms and conditions of the annual cash bonus plan, the Executive' s base target bonus opportunity for each fiscal year for satisfaction of goals for such fiscal year shall be 50 percent of the Executive' s base salary as actually paid in the applicable calendar year (" Base Target" ). In the event the Executive significantly exceeds annual goals for any fiscal year, he may receive a cash bonus of up to 100 percent of the Executive' s base salary as actually paid in the applicable calendar year. Actual payments under the annual cash bonus plan will be determined by the Compensation Committee, in its sole discretion.

(c) The Executive shall participate during the Term in such retirement, pension, health, disability and medical insurance plans, and in such other employee benefit plans and programs, as may be maintained from time to time during the Term by the Company for the benefit of the employees of the Company, in each case to the extent and in such manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs.

(d) The Executive shall be entitled to an annual paid vacation period (but not necessarily consecutive vacation weeks) during the Term, in accordance with the Company' s employee benefit policies, but in no event less than four weeks per year.

3.2 Expenses . The Company will reimburse the Executive for reasonable business-related expenses incurred by him in connection with the performance of his duties hereunder during the Term subject, however, to the Company' s policies relating to business-related expenses as in effect from time to time during the Term.

3.3 Long Term Incentives . The Company may provide the Executive with additional opportunities to earn long-term incentive awards in the future, from time to time, at levels that are competitive with external market place opportunities for the Executives' position and in line with the Company' s compensation philosophies as in effect, from time to time, as may be approved by the Compensation Committee, in its sole discretion.

As compensation and in consideration for the performance by the Executive of his obligations under this Agreement, the Executive is receiving the following (subject, in each case, to the provision of Article V hereof):

(a) Performance Shares . The Company will make a grant to the Executive of 20,000 shares of the common stock of La Quinta Corporation and shares of the common stock of La Quinta Properties, Inc. which are paired for trading purposes (" Paired Shares" ), and may grant additional awards in the future, in accordance with the provisions of the agreements pursuant to which such awards have been or will be granted and the terms of the La Quinta Corporation 2005 Incentive Compensation Plan and any additional or modified plans as may be adopted from time to time, as applicable, (the " Award" of the " Performance Shares" under the " Plans" ).

(b) Stock Options . The Company will also make a grant to the Executive of 20,000 options to purchase Paired Shares and may grant additional awards in the future (the " Options" ) in accordance with the provisions of the agreements pursuant to which such awards have been or will be granted and the terms of the Plans.

In the event of a Change in Control (as hereafter defined and provided for in Section 5.7), all Performance Shares and Options shall become fully vested immediately prior to the consummation of the Change in Control.

3.4 Automobile Allowance . In lieu of an automobile furnished by the Company, the Executive shall receive an automobile allowance of $1,100 per month. All gas, insurance, and maintenance will be at the Executive' s expense.

ARTICLE IV

Exclusivity, Etc.

4.1 Exclusivity . The Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. The Executive agrees that he will devote substantially all of his working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. The foregoing shall not be interpreted to prohibit the Executive from serving as director or trustee of one or more corporations or foundations (either for-profit or not-for-profit) other than the Company, after obtaining consent from the Board, which shall not be unreasonably withheld. The Executive also agrees so long as he is employed by the Company that he will not engage in any other business activities, pursued for gain, profit or other pecuniary advantage, that are competitive with the activities of the Company.

4.2 Other Business Ventures . The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

4.3 Confidentiality . The Executive agrees that he will not, at any time during or after the Term, make use of or divulge to any other person, firm or corporation any trade or business secret, process, method or means, or any other confidential information concerning the business or policies of the Company, which he may have learned in connection with his employment hereunder. For purposes of this Agreement, a " trade or business secret, process, method or means, or any other confidential information" shall mean and include written information treated as both confidential and as a trade secret by the Company. The Executive' s obligation under this Section 4.3 shall not apply to any information which (a) is known publicly; (b) is in the public domain or hereafter enters the public domain without the fault of the Executive; (c) is known to the Executive prior to his receipt of such information from the Company, as evidenced by written records of the Executive; or (d) is hereafter disclosed to the Executive by a third party not under an obligation of confidence to the Company. The Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or other object containing or reflecting any such confidential information. The Executive recognizes that all such documents and objects, whether developed by him or by someone else, will be the sole and exclusive property of the Company. Upon termination of his employment hereunder, the Executive shall forthwith deliver to the Company all such confidential information, including without limitation all lists of lessees, customers, correspondence, accounts, records and any other documents or property made or held by him or under his control in relation to the business or affairs of the Company, and no copy of any such confidential information shall be retained by him. The provisions of this Section 4.3 shall survive any termination of this Agreement.

4.4 Noncompetition and Non Disparagement . During the period commencing on the date hereof and ending on the first anniversary of the date on which the Executive' s employment is terminated, (the " Restricted Period" ) whether before or after the Term the Executive shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (A) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, the Company to terminate such person' s employment or agency, as the case may be, with the Company or (B) divert, or attempt to divert, any person, concern, or entity from doing business with the Company (including entering into a lease), nor will he attempt to induce any such person, concern or entity to cease being a lessee, customer or supplier of the Company. Furthermore, during the Restricted Period, the Executive shall not make disparaging remarks about the Company. If the Executive is terminated by the Company for other than Cause or by the Executive for Good Reason, or after a Change of Control and Executive Termination Event, the provisions of this Section 4.4 relating to non-competition shall not be binding on the Executive. The provisions of this Section 4.4 shall survive the termination of this Agreement.

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ARTICLE V

Termination

5.1 Termination by the Company .

(a) The Company shall have the right to terminate the Executive' s employment at any time with or without " Cause" . For purposes of this Agreement, " Cause" shall mean that, prior to any termination the Executive shall have committed: (i) an act of willful misconduct, fraud, embezzlement, theft, or any other act constituting a felony, involving moral turpitude or causing material harm, financial or otherwise, to the Company; (ii) a demonstrably intentional and deliberate act or failure to act, including a gross neglect in duties, (other than as a result of incapacity due to physical or mental illness), which is committed in bad faith by the Executive, which causes or can be expected to cause material financial injury to the Company; or (iii) an intentional and material breach of this Agreement that is not cured by the Executive within 30 days after written notice from the Chief Executive Officer specifying the breach and requesting a cure. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be deemed " intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed " intentional" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for " Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

(b) The end of the Term, due to the exercise by the Company of its non-renewal right under Section 2.1, shall also constitute termination by the Company of the Executive' s employment, with the giving of such notice by the Company creating a severance payment obligation, which is payable at the end of the notice period.

5.2 Death . In the event the Executive dies during the Term, this Agreement shall automatically terminate, such termination to be effective on the date of the Executive' s death.

5.3 Disability . In the event that the Executive shall suffer a disability which shall have prevented him from performing satisfactorily his obligations hereunder for a period of at least 120 consecutive days, the Company shall have the right to terminate this Agreement, such termination to be effective upon the giving of notice thereof to the Executive in accordance with this Agreement.

5.4 Termination by the Executive for Good Reason . The Executive' s employment may be terminated during the Term by the Executive for Good Reason, by giving to the Company 30 days advance written notice specifying the event or circumstance which the Executive alleges constitutes Good Reason. Such notice of resignation will take effect, if not revoked by the Executive, at the conclusion of such thirty-day period. For purposes of this Agreement, the following circumstances shall constitute " Good Reason" if not cured prior to the expiration of such thirty-day period:

(a) the assignment to the Executive of duties that are materially inconsistent with the Executive' s position or with his authority, duties or responsibilities as contemplated by Sections 1.1 and 1.2 of this Agreement, or any other action by the Company or its successor which results in a material diminution or material adverse change in such position, authority, duties or responsibilities;

(b) any material breach by the Company or its successor of the provisions of this Agreement;

(c) the Company shall relocate its principal executive offices or require the Executive to have his principal location of work changed, in either case, to any location which is in excess of 45 miles from its current location; or

(d) the reduction of the Executive' s base salary below its then current level or the reduction of the Executive' s Base Target bonus percentage factor.

5.5 Effect of Termination .

(a) In the event of termination of the Executive' s employment for any reason or by reason of the Executive' s death or disability, the Company shall pay to the Executive (or his beneficiary in the event of his death) within 30 days after termination of employment any base salary, bonus, vested benefits in accordance with the Company' s plans, and any other compensation earned but not paid to the Executive prior to the effective date of such termination and, other than the circumstances of termination by the Company for Cause or by the Executive voluntarily without Good Reason, the pro rata amount of the annual cash bonus payable under the plan based on the Base Target bonus for the year during which such termination occurs, based on the number of days worked during such year. Upon such termination, the Company' s obligation to pay base salary, annual bonus and long term incentives ceases except to the extent vested, in accordance with the plans, or as otherwise payable pursuant to this Agreement.

(b) In the event of termination of the Executive' s employment (other than a termination following a Change of Control as hereafter defined and provided for in Section 5.7, which shall govern in such event) (i) by the Company other than for C ...