ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On January 4, 2021, Ashford Inc. ("Advisor"), external advisor to Ashford
Hospitality Trust, Inc. (the "Company"), entered into a Second Amended and
Restated Employment Agreement (the "Employment Agreement") with J. Robison
Hays, III, the Company's President and Chief Executive Officer.
The Company is not a party to the Employment Agreement, and all of Mr. Hays'
cash compensation and employee health and welfare benefits are provided by the
Advisor. However, in connection with the Advisor's entry into the Employment
Agreement with Mr. Hays, the Board of Directors of the Company has agreed to
grant Mr. Hays a one-time award of 543,000 shares of restricted stock, upon or
as soon as reasonably practicable following the approval by the Company's
shareholders, at its 2021 annual meeting of shareholders, of an amendment to the
Company's 2011 Stock Incentive Plan to increase the number of shares available
for issuance thereunder (or a new equity incentive plan). Such grant would be
eligible to vest in three equal installments on each of May 14, 2021, 2022, and
2023, generally subject to Mr. Hays' continued employment through each such
date. However, under the Employment Agreement and the Company's equity award
program, Mr. Hays' equity awards granted by the Company are subject to
accelerated vesting upon Mr. Hays' termination of employment (i) by reason of
death or disability, (ii) by the Advisor without "cause" or Mr. Hays with "good
reason," or (iii) by the Advisor without "cause" or Mr. Hays with "good reason"
within the one year period following a "change of control."
This summary of the Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is filed as Exhibit 99.1 hereto and incorporated by reference
herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Second Amended and Restated Employment Agreement, by and among Ashford
Inc., Ashford Hospitality Advisors, LLC, and J. Robison Hays, III, dated
as of January 4, 2021.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101).
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