Item 1.01. Entry into a Material Definitive Agreement.
The information about the mutual release of claims and the amendments to the
stock award agreements set forth under Item 5.02 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 1.01. Copies of these
agreements or the forms thereof are filed as Exhibits 10.1, 10.2 and 10.3 to
this Current Report on Form 8-K and are hereby incorporated by reference into
this Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported on the Current Report on Form 8-K filed by Summit Hotel
Properties, Inc. (the "Company") on December 7, 2021, Daniel P. Hansen,
Executive Chairman of the Company, notified the Company of his intent to retire
from his position as Executive Chairman effective January 1, 2022 (the
"Retirement Date"). On December 31, 2021, in connection with Mr. Hansen's
planned retirement, the Company entered into a mutual release of claims with Mr.
Hansen (the "Agreement"), which will become effective after a customary
seven-day revocation period, ending January 7, 2022, has passed. The Agreement
provides that Mr. Hansen will receive compensation in accordance with Section 10
of the Amended and Restated Employment Agreement between Mr. Hansen and the
Company effective January 15, 2021 as previously reported on the Current Report
on Form 8-K filed by the Company on December 22, 2020, which provides for the
following: (i) accelerated vesting on the Retirement Date of all unvested
service-based restricted shares of common stock previously awarded to Mr. Hansen
pursuant to those three certain Stock Award Agreements (Service-Based Shares),
dated March 7, 2019, March 7, 2020, and March 8, 2021 between the Company and
Mr. Hansen; (ii) the opportunity to earn unvested performance-based restricted
shares of common stock in 2022 and 2023 based on the Company's total shareholder
return in accordance with the previously reported performance awards; (iii) One
Million and No/100 dollars ($1,000,000.00) paid in twelve (12) equal or nearly
equal monthly installments following the Retirement Date; (iv) reimbursement for
COBRA premiums paid by Mr. Hansen for twelve (12) months following the
Retirement Date; and (v) a release by each party of all claims against the other
party.
In addition, on December 31, 2021, the Company and Mr. Hansen entered into
amendments to those two certain Stock Award Agreements (Performance-Based
Shares), dated March 7, 2019 and March 7, 2020, respectively, between the
Company and Mr. Hansen (collectively the "Performance Awards"), the forms of
which amendments are attached as Exhibits 10.2 and 10.3 to this Current Report
on Form 8-K (the "Amendments"), to remove the requirement that Mr. Hansen remain
employed by the Company to remain eligible to receive any shares that may vest.
This summary of the Agreement and the Amendments is qualified in its entirety by
reference to the copies of such agreements filed as Exhibit 10.1 (Agreement),
Exhibit 10.2 (amendment to Performance Award dated March 7, 2019) and Exhibit
10.3 (amendment to Performance Award dated March 7, 2020) to this Current Report
on Form 8-K, respectively, which are hereby incorporated by reference into this
Item 5.02.
This Current Report on Form 8-K contains statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to
the safe harbor provisions of the Private Securities Reform Act of 1995. These
forward-looking statements relate to entering into the Agreement and the
Amendments. Forward-looking statements are based on certain assumptions which
can include future expectations, future plans and strategies, financial and
operating projections or other forward-looking information.
These forward-looking statements are subject to various risks and uncertainties,
not all of which are known to the Company and many of which are beyond the
Company's control, which could cause actual results to differ materially from
such statements. These risks and uncertainties include, but are not limited to,
the state of the U.S. economy, supply and demand in the hotel industry and other
factors as are described in greater detail in the Company's filings with the
Securities and Exchange Commission, including, without limitation, the Company's
Annual Report on Form 10-K for the year ended December 31, 2020. Unless legally
required, the Company disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Mutual Release of Claims dated December 31, 2021 between Summit Hotel
Properties, Inc. and Daniel P. Hansen.
10.2 Form of First Amendment to Stock Award Agreement (Performance-Based
Shares) between Summit Hotel Properties, Inc. and Daniel P. Hansen.
10.3 Form of First Amendment to Stock Award Agreement (Performance-Based
Shares) between Summit Hotel Properties, Inc. and Daniel P. Hansen.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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