0001193125-15-175750 Sample Contracts

TIME-BASED LTIP UNIT AGREEMENT
Time-Based Ltip Unit Agreement • May 7th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland

This LTIP Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).

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CLASS A PERFORMANCE LTIP UNIT AGREEMENT (2015)
Class a Performance Ltip Unit Agreement • May 7th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland

This Class A Performance LTIP Unit Agreement (2015) (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XHR LP DESIGNATION OF CLASS A PERFORMANCE LTIP UNITS May 5, 2015
Xenia Hotels & Resorts, Inc. • May 7th, 2015 • Hotels & motels

Pursuant to Section 4.02 and Article XI of the Third Amended and Restated Agreement of Limited Partnership of XHR LP (the “Partnership Agreement”), XHR GP, Inc., a Delaware corporation, as the General Partner (as defined in the Partnership Agreement), hereby amends the Partnership Agreement as follows in connection with the designation and issuance of Class A Performance LTIP Units (as defined below):

SEVERANCE AGREEMENT
Severance Agreement • May 7th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Florida

This Severance Agreement (“Agreement”) is made effective as of [ ● ] (“Effective Date”), by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (“Xenia,” and, together with its direct and indirect subsidiaries, the “Company”), XHR Management, LLC, a Delaware limited liability company, and [ ● ] (“Executive”).

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