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Ashford Hospitality Trust: Performance Ltip Unit Award Agreement

The following excerpt is from the company's SEC filing.

This Performance LTIP Unit Award Agreement (this

) is made and entered into as of , 20 by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the

Company

), Ashford Hospitality Limited Partnership, a Delaware limited partnership, and (the

Participant

). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein. Capitalized terms not defined herein shall have the meanings assigned to them in the Companys 2011 Stock Incentive Plan, as the same may be amended from time to time (the

), unless otherwise indicated herein. This Award Agreement is subject to the terms and conditions of the Plan and the Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, as the same may be amended from time to time (the

Operating Agreement

Grant Date

Total Number of LTIP Units

(as defined in the Operating Agreement): (

(i) of which, the Target Number of Relative TSR LTIP Units: (

); and

(ii) of which, the Target Number of Absolute TSR LTIP Units: (

Performance Period

: January 1, 20 December 31, 20

Purchase Price

: $[ ] ($0.05 per LTIP Unit)

1.

. Pursuant to the terms and conditions of this Award Agreement and the terms and conditions of the Plan and the Operating Agreement, the Company hereby grants the Participant all rights, title and interest in the record and beneficial ownership of the number of LTIP Units set forth above which shall remain subject to forfeiture to the extent the performance goals described in Section 2 are not achieved. This grant of LTIP Units is made in consideration of the services to be rendered by the Participant to the Company, Ashford Inc. (

Advisor

) and/or their respective Affiliates and is subject to the terms and conditions of the Plan and the Operating Agreement. It is intended that the LTIP Units granted hereunder will constitute profits interests for all U.S. federal tax purposes and as specifically described in Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191.

2.

. It shall be a condition subsequent to the grant of the LTIP Units hereunder that Participant pays to the Company the full amount of the Purchase Price within thirty (30) days following the Grant Date.

3.

Vesting; Performance Goals

. Subject to the Participants continued employment or continued service relationship with the Company, Advisor and/or their respective Affiliates through the last day of the Performance Period, the number of LTIP Units that vest shall be equal to the sum of (i) the Target Number of Relative TSR LTIP Units

multiplied by

the applicable Relative TSR Multiplier (as described below), with straight line interpolation between the Relative TSR Multipliers set forth below for achievement of any Company percentile ranking between the values set forth below and (ii) the Target Number of Absolute TSR LTIP Units

the applicable Absolute TSR Multiplier (as described below), with straight line interpolation between the Absolute TSR Multipliers set forth below for achievement of any annualized Company TSR between the values set forth below. In no event may more than the Total Number of LTIP Units set forth above vest hereunder. All LTIP Units (and accumulated distributions with respect thereto) that fail to vest in accordance with this Section 2 shall be forfeited by the Participant for no consideration immediately following the Committees certification of the relevant TSR Multiplier.

3.1 Relative TSR LTIP Units.

(a) The applicable Relative TSR Multiplier shall be as set forth in the table in Section 3.1(b) below (with straight line interpolation between the TSR Multipliers set forth below), based on the Companys percentile ranking determined by comparing the Companys Total Stockholder Return realized

over the Performance Period to the Total Stockholder Return realized over the Performance Period by each of the following peer companies: (i) Chesapeake Lodging Trust, (ii) DiamondRock Hospitality Company, (iii) FelCor Lodging Trust Inc., (iv) Hersha Hospitality Trust, (v) Host Hotels and Resorts Inc., (vi) LaSalle Hotel Properties, (vii) Pebblebrook Hotel Trust, (viii) RLJ Lodging Trust, (ix) Sunstone Hotel Investors, Inc., and (x) Xenia Hotels and Resorts, Inc. If any of such peer companies ceases to exist as an independent public company at any time during the Performance Period, then such company shall be disregarded. For purposes of clarity, the Companys performance will be compared to that of the peers (using the percent rank function in Microsoft Excel), with the Companys performance included in the calculation of peer company performance (i.e., Company performance vs. peers).

(b)

Relative TSR Multiplier.

Companys Percentile Ranking

TSR Multiplier

0 - less than 30

70 or greater

3.2 Absolute TSR LTIP Units.

(a) The applicable Absolute TSR Multiplier shall be as set forth in the table in Section 3.2(b) below (with straight line interpolation between the TSR Multipliers set forth below), based on the Companys annualized Total Stockholder Return

over the Performance Period. The Companys annualized Total Stockholder Return shall be calculated as follows: (i) 1.00 plus the Total Stockholder Return for the Performance Period raised to the power of 1/3, minus (ii) 1.00.

(b) Absolute TSR Multiplier.

Company Annualized TSR

Absolute TSR

Multiplier

0 - less than 5%

13% or greater

3.3

. For purposes of determining (i) the Companys percentile ranking with respect to the Relative TSR Multiplier and (ii) the annualized Company TSR with respect to the Absolute TSR Multiplier.The

or

means, with respect to each share of Common Stock and each share of common stock of each of the peer companies, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period. For purposes of calculating Total Stockholder Return, the beginning stock price will be based on the relevant companys average closing stock price for the 10 trading days immediately preceding the first trading day of the Performance Period on the principal stock exchange on which the stock then trades and the ending stock price will be based on the relevant companys average closing stock price for the 10 trading days immediately preceding the last trading day of the Performance Period on the principal stock exchange on which the stock then trades. Dividends will be reinvested at the closing price of the last day of the month after the ex dividend date. All cash special dividends shall be treated like regular dividends. All spin-offs or share-based dividends shall be assumed to be sold on the issue date and reinvested in the issuing company that same date.

4.

Distributions

. Prior to vesting of LTIP Units, all distributions with respect to LTIP Units shall be held back by the Partnership and shall be subject to the same vesting requirements and forfeiture restrictions as the underlying LTIP Units. In the event that

the underlying LTIP Units vest, accumulated distributions thereon shall be deemed distributed to Participant in cash and such cash used by Participant immediately thereafter to purchase such number of Common Partnership Units (as defined in the Operating Agreement) with an aggregate fair market value as of the date of vesting of the underlying LTIP Units equal to the amount of cash deemed distributed. For the purposes of the forgoing sentence, the Common Partnership Units shall be valued using their average value for the ten (10) consecutive trading days immediately preceding the date of vesting determined in accordance with the Operating Agreement.

5.

Operating Agreement; Rights as LTIP Unitholder

. Participant acknowledges and agrees that Participants LTIP Units acquired pursuant to this Award Agreement shall be subject to this Award Agreement, the Plan and the Operating Agreement (a copy of which has been provided to Participant as of the Grant Date). Participant...


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