0001104659-17-010379 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 21st, 2017 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of February 20, 2017, by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and Douglas Kessler (the “Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2017 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of February 21, 2017 (the “Effective Date”), is between Ashford Inc., a corporation organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas, ASHFORD HOSPITALITY ADVISORS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (hereinafter, the “Company”) and DOUGLAS A. KESSLER, an individual residing in Dallas, Texas (the “Executive”).

Restricted Stock Award Agreement
Restricted Stock Award Agreement • February 21st, 2017 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland

This Restricted Stock Award Agreement (this “Award Agreement”) is made and entered into as of February 20, 2017 (the “Grant Date”) by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”) and Douglas A. Kessler (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 Company’s 2011 Stock Incentive Plan, as amended by Amendment No. 1 dated May 13, 2014 and Amendment No. 2 dated August 2, 2016 and as the same may be amended from time to time (the “Plan”).

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