ASHFORD HOSPITALITY TRUST INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 15, 2022, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the "Company") entered into a Limited Waiver Under Advisory Agreement (the "Limited Waiver") with Ashford Hospitality Limited Partnership (the "Operating Partnership"), Ashford TRS Corporation ("TRS"), Ashford Inc. ("AINC") and Ashford Hospitality Advisors LLC (together with AINC, the "Advisor").

As previously disclosed, the Company, the Operating Partnership, TRS and the Advisor are parties to a Second Amended and Restated Advisory Agreement, dated as of January 14, 2021 (the "Advisory Agreement"), which (i) allocates responsibility for certain employee costs between the Company and the Advisor, and (ii) permits the board of directors of the Company (the "Board") to issue annual equity awards in the Company or the Operating Partnership to employees and other representatives of the Advisor based on achievement by the Company of certain financial or other objectives, or otherwise as the Board sees fit.

Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company's cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the "Waiver Period"), cash incentive compensation to employees and other representatives of the Advisor; provided that such awarded cash incentive compensation does not exceed $8,476,000, in the aggregate, during the Waiver Period.

The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits



Exhibit No.   Description
  10.1          Limited Waiver Under Advisory Agreement, dated as of March 15, 2022,
              by and among Ashford Hospitality Trust, Inc., Ashford Hospitality
              Limited Partnership, Ashford TRS Corporation, Ashford Inc., and
              Ashford Hospitality Advisors LLC

104           Cover Page Interactive Data File (formatted in Inline XBRL and
              contained in Exhibit 101)




                                       2

© Edgar Online, source Glimpses