AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO
EMPLOYMENT AGREEMENT, effective as of January 23, 2009 (the
“ Effective Date ”), between ASHFORD HOSPITALITY
TRUST, INC., a corporation organized under the laws of the State of
Maryland and having its principal place of business at Dallas,
Texas (hereinafter, the “ REIT ”), ASHFORD
HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized
under the laws of the State of Delaware and having its principal
place of business at Dallas, Texas (the Operating
Partnership ”), and MONTY BENNETT, an individual residing
in Dallas, Texas (the “ Executive ”):
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A.
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The
REIT and the Operating Partnership (collectively, the “
Company ”) and the Executive are parties to a certain
Employment Agreement (as amended, the “ Agreement
”), dated as of March 21, 2008, effective as of
January 1, 2008; and
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B.
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The
Compensation Committee, with the approval granted by the Board of
Directors of the Company on January 23, 2009, desire to modify
the Employment Agreement as specifically set forth
herein;
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C.
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The
Executive has agreed to accept this Amendment pursuant to the terms
and conditions set forth herein; and
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D.
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All
terms with their initial letter capitalized as set forth in the
Employment Agreement shall have the same meaning herein as given
such terms in the Employment Agreement
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NOW, THEREFORE,
the Company and the Executive, in consideration of the respective
covenants set forth in the Employment Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, agree that the Employment Agreement is
modified as set forth below:
1.
POSITION . Section 1(a) of the Employment Agreement is
hereby modified by providing that the Executive shall be employed
by the Company as Chief Executive Officer. Except for this
modification to the Executive’s position and title, no other
modification is made to S
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