ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 15, 2022, Ashford Inc. (the "Advisor") and Ashford Hospitality Services, LLC, a subsidiary of the Advisor ("Ashford Services"), agreed with Jeremy Welter, the Chief Operating Officer of the Advisor, that, effective July 15, 2022 (the "Resignation Date"), Mr. Welter would terminate employment with and service to the Advisor, Ashford Services and their affiliates. Mr. Welter is also the Chief Operating Officer of Ashford Hospitality Trust, Inc. (the "Company") and Braemar Hotels & Resorts Inc. ("Braemar") and accordingly his service as Chief Operating Officer of each of the Company and Braemar will also end effective as of the Resignation Date.

Ashford Services and Mr. Welter have entered into a Release and Waiver Agreement (the "Release") in connection with his departure. Pursuant to the Release, Mr. Welter will continue to receive his base salary and be eligible for employee benefits through the Resignation Date and, in consideration of and subject to a release of claims by Mr. Welter and his continuing compliance with certain post-employment obligations, the parties agreed among other things that, effective as of the Resignation Date:

· Mr. Welter will receive a lump-sum payment of $750,000 and, commencing in

August 2022, payment of $6,397,067 in 24 equal monthly installments;

· Mr. Welter and his eligible dependents will generally remain eligible to


   participate in, and receive reimbursement for the employee cost of, health,
   life and long-term disability plans for up to 24 months following the
   Resignation Date, and he or they would be eligible thereafter for up to 12
   months of COBRA cost reimbursement, if applicable; and

· All outstanding equity incentive awards granted to Mr. Welter, including those


   issued by the Company and Braemar, will be treated as if Mr. Welter's
   employment termination was by the employer without "Cause" as contemplated by
   the underlying award agreements.

Mr. Welter remains bound by the restrictive covenants set forth in his Employment Agreement with the Advisor and Ashford Services dated as of December 20, 2019 (generally relating to confidentiality, noncompetition and nonsolicitation), with certain modifications to the employee nonsolicitation obligations as provided in the Release. Pursuant to the Release, Mr. Welter also agrees to certain limitations during the 24-month cash payment period described above on his ability to acquire stock of the Advisor, the Company and Braemar and their affiliates and to engage in certain corporate transactions involving such entities, and Mr. Welter is provided a release of claims.

The foregoing summary of the Release does not purport to be complete and is qualified in its entirety by the full text of the Release, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit Number                           Exhibit Description
  99.1             Release and Waiver, by and between Ashford Hospitality Services,
                 LLC and Jeremy Welter, dated April 15, 2022.
104              Cover Page Interactive Data File (formatted in Inline XBRL and
                 contained in Exhibit 101)




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