Lodgian Inc Sample Contracts

Lodgian Inc – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LODGIAN, INC. (April 26th, 2010)

Lodgian, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

Lodgian Inc – SECOND AMENDED AND RESTATED BYLAWS OF LODGIAN, INC. (April 26th, 2010)

The principal office of the Corporation shall be at 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204. The Corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Lodgian Inc – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial information has been prepared assuming that: (February 16th, 2010)
Lodgian Inc – AGREEMENT AND PLAN OF MERGER by and among LODGIAN, INC., LSREF LODGING INVESTMENTS, LLC and LSREF LODGING MERGER CO., INC. Dated as of January 22, 2010 (January 22nd, 2010)

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 22, 2010, by and among LODGIAN, INC., a Delaware corporation (the “Company”), LSREF LODGING INVESTMENTS, LLC, a Delaware limited liability company (“Purchaser”), and LSREF LODGING MERGER CO., INC., a Delaware corporation and an affiliate of Purchaser (“Merger Sub”).

Lodgian Inc – Lodgian Provides Further Update on Remaining Maturing Mortgage Debt Obtains 60-day extension on mortgage pool, continues negotiations for longer-term solution (August 3rd, 2009)

ATLANTA, Ga., August 3, 2009 — Lodgian, Inc. (NYSE Alternext US:LGN), one of the nation’s largest independent hotel owners and operators, today announced that the company has obtained a further extension of the maturity date for the Merrill Lynch Fixed Rate Pool #3 (“Pool #3”). As of July 1, 2009, the principal amount of Pool #3 was $45.7 million. The company and the special servicer for Pool #3 have entered into an extension agreement to extend the maturity date of this indebtedness until October 1, 2009. Given the extension of the maturity date, the company is not in default of the original loan. The 60-day extension is intended to provide the parties an opportunity to reach an agreement on a longer-term maturity extension.

Lodgian Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND DANIEL E. ELLIS JULY 20, 2009 (July 23rd, 2009)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and Daniel E. Ellis (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 11th day of June, 2009 (the “Effective Date”).1

Lodgian Inc – Lodgian Provides Further Update on Remaining Maturing Mortgage Debt Obtains 30-day extension on mortgage pool, continues negotiations for longer-term solution (July 8th, 2009)

ATLANTA, Ga., July 7, 2009 — Lodgian, Inc. (NYSE Alternext US:LGN), one of the nation’s largest independent hotel owners and operators, today announced that the company has obtained an extension of the maturity date for the Merrill Lynch Fixed Rate Pool #3 (“Pool #3”). As of July 1, 2009, the principal amount of Pool #3 was $45.7 million. The company and the special servicer for Pool #3 have entered into an extension agreement to extend the maturity date of this indebtedness until August 1, 2009. Given the extension of the maturity date, the company is not in default of the original loan. The company paid no extension fee in connection with this short-term extension. The 30-day extension is intended to provide the parties an opportunity to reach an agreement on a longer-term maturity extension.

Lodgian Inc – Lodgian Provides Update on Maturing Mortgage Debt — Obtains extensions until 2010 and 2012 on two mortgage pools — — Continues negotiations on third mortgage pool — —Provides update on Holiday Inn Phoenix West property — (July 8th, 2009)

ATLANTA, Ga., July 2, 2009 — Lodgian, Inc. (NYSE Alternext US:LGN), one of the nation’s largest independent hotel owners and operators, today announced that the company has obtained extensions on $71.6 million of its mortgage indebtedness previously scheduled to mature on July 1, 2009, and remains in negotiations on extension of $45.7 million of mortgage debt which matured on July 1, 2009. The mortgage indebtedness, which was originated in June 2004 by Merrill Lynch and securitized in the collateralized mortgage-backed securities market, has been divided into three pools of indebtedness referred to by the company as the Merrill Lynch Fixed Rate Pools #1, #3 and #4. (The company repaid the Merrill Lynch Fixed Rate Pool #2 in 2007.) In summary, the company has reached agreements with the special servicers of this mortgage indebtedness to provide the following:

Lodgian Inc – Form of Lodgian Executive Incentive Plan (March 20th, 2009)

The Lodgian Executive Incentive Plan provides for (1) cash awards based on the achievement of NOI targets and Corporate Overhead goals, (2) time-vested equity awards (restricted stock), and (3) performance-based equity awards (restricted stock) based on the following metrics: (i) performance of the Company’s stock price relative to the Company’s peer group, (ii) achievement of NOI targets, and (iii) achievement of Corporate Overhead goals. The Compensation Committee shall, in its sole discretion, determine the employees eligible to participate in the Plan and the level of award applicable to each eligible employee.

Lodgian Inc – AMENDED AND RESTATED SEPARATION PAY AGREEMENT (March 13th, 2009)

This Amended and Restated Separation Pay Agreement (the “Agreement”) by and between Lodgian, Inc. (“Company”), and James McGrath (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 29th of March, 2007 (the “Effective Date”).1

Lodgian Inc – AMENDED AND RESTATED SEPARATION PAY AGREEMENT (March 13th, 2009)

This Amended and Restated Separation Pay Agreement (the “Agreement”) by and between Lodgian, Inc. (“Company”), and Joseph Kelly (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 28th of February, 2008 (the “Effective Date”).1

Lodgian Inc – INDEMNIFICATION AGREEMENT (February 10th, 2009)

This INDEMNIFICATION AGREEMENT is made and executed effective as of this                      day of                     , 2009, by and between LODGIAN, INC., a Delaware corporation (the “Company”), and                                         , an individual resident of the State of                      (the “Indemnitee”).

Lodgian Inc – Form of Lodgian, Inc. Amended and Restated Executive Incentive Plan (April 15th, 2008)

The Lodgian, Inc. Amended and Restated Executive Incentive Plan provides for (1) cash awards based on the achievement of NOI targets and Corporate Overhead goals, (2) time-vested equity awards (restricted stock), and (3) performance-based equity awards (restricted stock) based on the following metrics: (i) performance of the Company’s stock price relative to the Company’s peer group, (ii) achievement of NOI targets, and (iii) achievement of Corporate Overhead goals. The Compensation Committee shall, in its sole discretion, determine the employees eligible to participate in the Plan and the level of award applicable to each eligible employee and shall have the authority to determine discretionary bonus payments in the event the performance thresholds identified herein are not attained.

Lodgian Inc – January 29, 2008 Edward J. Rohling 3093 Ridgewood Road Atlanta, Georgia 30327 Re: Your separation from Lodgian, Inc. Dear Ed: (February 4th, 2008)

Lodgian, Inc. (the “Company”) and you have agreed that your employment with the Company will terminate effective January 29, 2008 (the “Separation Date”). This letter agreement (the “Agreement”) sets forth the terms under which your employment with the Company is ending. In addition, this Agreement effectively terminates the Amended And Restated Executive Employment Agreement between You and the Company dated April 23, 2007 (the “Employment Agreement”), except as set forth below. As we discussed, we desire to resolve any and all issues relating to your employment and the conclusion of your employment with the Company amicably and on mutually satisfactory terms. Specifically, you (“You” or “Your”) and the Company (collectively, the “Parties”) agree:

Lodgian Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (November 8th, 2007)

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and among Mark D. Linch (“Employee”) and LODGIAN, INC. (“Lodgian” or “Company”) and any of its former or current employees, managers, supervisors, attorneys, agents, officers, directors, and affiliates, including parent companies, subsidiaries, employee benefits plans, and divisions (collectively, the “Releasees”).

Lodgian Inc – Lodgian, Inc. Executive Committee Charter (August 24th, 2007)

The Executive Committee (the “Committee”) has been constituted to discharge the responsibilities of the Board of Directors (the “Board”), subject to certain limitations set forth herein, in intervals between meetings of the Board.

Lodgian Inc – AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN OF LODGIAN, INC. (as amended through April 24, 2007) (August 8th, 2007)
Lodgian Inc – Page § 1. DEFINITIONS 1 1.1. Account 1 1.2. Affiliate 1 1.3. Beneficiary 1 1.4. Board 1 1.5. Break in Service 1 1.6. Catch Up Contribution 1 1.7. Catch Up Contribution Account 2 1.8. Code 2 1.9. Compensation 2 1.10 Election 2 1.11 Eligible Employee 2 1.12 Eligible Participant 3 1.13 Employee 3 1.14 ERISA 3 1.15 Forfeiture 3 1.16 401(k) Account 3 1.17 401(k) Contributions 3 1.18 Highly Compensated Employee 3 1.19 Hour of Service 4 1.20 Leased Employee 5 1.21 Lodgian Stock 5 1.22 Matching Account 5 1.23 Matching Contribution 5 1.24 Nonhighly Compensated Employee 5 1.25 Participant 5 1.26 Partici (August 8th, 2007)

The Servico, Inc. 401(k) Plan (the “Plan”) was adopted by Servico, Inc. (“Servico”) effective July 1, 1984 and previously amended several times. Servico and Impac Hotel Group, LLC (“Impac”) combined their respective businesses through a series of corporate mergers, the result of which is that Servico and Impac became wholly-owned subsidiaries of Lodgian, Inc. (“Lodgian”) effective on December 11, 1998. Effective January 1, 1999, Lodgian assumed sponsorship of the Plan and changed the name to the Lodgian, Inc. 401(k) Plan. The Plan was amended and restated effective as of January 1, 1997, subsequently amended, and again amended and restated effective as of January 1, 2002 and September 1, 2003.

Lodgian Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (April 26th, 2007)

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Edward J. Rohling, (“Executive”) and Lodgian, Inc. (“Company”) as of the 23rd day of April, 2007 (“Effective Date”).

Lodgian Inc – EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND DONNA COHEN MARCH 29, 2007 (March 30th, 2007)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and Donna Cohen (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 29th day of March, 2007 (the “Effective Date”). 1

Lodgian Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND MARK D. LINCH MARCH 29, 2007 (March 30th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and Mark D. Linch (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 29th day of March, 2007 (the “Effective Date”).1

Lodgian Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND JAMES A. MACLENNAN MARCH 29, 2007 (March 30th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and James A. MacLennan (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 29th day of March, 2007 (the “Effective Date”). 1

Lodgian Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND DANIEL E. ELLIS MARCH 29, 2007 (March 30th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and Daniel E. Ellis (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 29th day of March, 2007 (the “Effective Date”). 1

Lodgian Inc – LODGIAN, INC. EMPLOYEE RESTRICTED STOCK AGREEMENT (March 6th, 2007)

THIS EMPLOYEE RESTRICTED STOCK AGREEMENT1 is made and entered into effective as of the Award Date noted above by and between Lodgian, Inc., a Delaware corporation and the Recipient noted above.

Lodgian Inc – LODGIAN, INC. DIRECTOR RESTRICTED STOCK AGREEMENT (March 6th, 2007)

THIS DIRECTOR RESTRICTED STOCK AGREEMENT1 is made and entered into effective as of the Award Date noted above by and between Lodgian, Inc., a Delaware corporation and the Recipient noted above.

Lodgian Inc – For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Relations Daly Gray Public Relations (Media) dethridge@lodgian.com jerry@dalygray.com (March 1st, 2007)

ATLANTA, Ga., March 1, 2007—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today reported results for the fourth quarter and full year ended December 31, 2006. The company will host a 10 a.m. ET conference call today to discuss results.

Lodgian Inc – For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Relations Daly Gray Public Relations (Media) dethridge@lodgian.com jerry@dalygray.com (November 2nd, 2006)

ATLANTA, Ga., November 2, 2006—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today reported results for the third quarter ended September 30, 2006, and provided details of a major strategic initiative to reconfigure the company’s hotel portfolio.

Lodgian Inc – For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Relations Daly Gray Public Relations (Media) dethridge@lodgian.com jerry@dalygray.com (August 9th, 2006)

ATLANTA, Ga., August 9, 2006—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today reported results for the second quarter ended June 30, 2006. The company will host a 10 a.m. ET conference call today to discuss results.

Lodgian Inc – EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND MARK D. LINCH JUNE 8, 2006 (June 14th, 2006)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and Mark D. Linch (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 8th day of June, 2006 (the “Effective Date”).1

Lodgian Inc – For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Relations Daly Gray Public Relations (Media) dethridge@lodgian.com jerry@dalygray.com (May 9th, 2006)

ATLANTA, Ga., May 4, 2006—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today reported results for the first quarter ended March 31, 2006. The company will host a 10 a.m. ET conference call to discuss its results.

Lodgian Inc – For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Relations Daly Gray Public Relations (Media) dethridge@lodgian.com jerry@dalygray.com (March 9th, 2006)

ATLANTA, Ga., March 9, 2006—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, reported results for the fourth quarter and year ended December 31, 2005.

Lodgian Inc – EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND JAMES A. MACLENNAN MARCH 1, 2006 (March 3rd, 2006)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and James A. MacLennan (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 1st day of March, 2006 (the “Effective Date”).1

Lodgian Inc – Lodgian, Inc. RESTRICTED STOCK AWARD AGREEMENT (March 3rd, 2006)

THIS AGREEMENT (the “Agreement”) is made and entered into as of March 1, 2006 (the “Award Date”), by and between Lodgian, Inc. (the “Company”), a Delaware corporation and James A. MacLennan (the “Recipient”).

Lodgian Inc – Lodgian, Inc. Executive Incentive Plan Participation Form (March 3rd, 2006)

In accordance with the provisions of the Lodgian, Inc. Executive Incentive Plan (the “Plan”), you are hereby notified that you have been selected to become a Participant in the Plan. As a Participant, you may become entitled to incentive compensation pursuant to the terms and provisions of the Plan for the Bonus Years noted below:

Lodgian Inc – Lodgian, Inc. Executive Incentive Plan (Covering the calendar years 2006 through 2008) (February 6th, 2006)