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ASHFORD HOSPITALITY TRUST,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
WHEREAS , Ashford Hospitality Trust, Inc. (the
“Company”) maintains the Ashford Hospitality Trust,
Inc. Nonqualified Deferred Compensation Plan (effective
January 1, 2008) (the “Plan”) for the benefit of
its eligible employees; and
WHEREAS , the Company desires to amend the Plan to comply
with Code Section 409A and regulations issued thereunder;
and
WHEREAS , in Section 9.1 of the Plan, the Company
reserved the right to amend the Plan to comply with Code
Section 409A;
NOW, THEREFORE , the Plan is hereby amended by this First
Amendment thereto, effective as of January 1, 2008, as
follows:
1. Section 3.1(d) shall be added
to the Plan to provide as follows:
“(d)
Deferral of Other Amounts . An Eligible Employee may elect
to defer such other amounts as determined by the Committee at such
time and in such manner as the Committee shall provide in
accordance with Code Section 409A and regulations issued
thereunder.”
2. Section 3.2(g) shall be added
to the Plan to provide as follows:
“(g)
Deferral of Other Amounts. Any election to defer other
amounts s
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