Summit Hotel Properties, Inc. (Form: 8-K, Received: 01/05/2022 17:03:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2021

SUMMIT HOTEL PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland

001-35074

27-2962512

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738
(Address of Principal Executive Offices) (Zip Code)

(512) 538-2300
(Registrants’ telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	INN	New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUMMIT HOTEL PROPERTIES, INC.

	By:	/s/ Christopher R. Eng
		Christopher R. Eng
Dated: January 5, 2022		Executive Vice President, General Counsel, Chief Risk Officer and Secretary

Exhibit 10.1

Mutual Release of Claims

THIS MUTUAL RELEASE OF CLAIMS, dated December 31, 2021, (this “General Release”) is between SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the “Company”), and DANIEL P. HANSEN (the “Executive” or “I”), recites and provides as follows:

Section 1. Employee Release

I, Daniel P. Hansen, in consideration of and subject to the performance by Summit Hotel Properties, Inc. (the “Company”), of its obligations under the Amended and Restated Employment Agreement dated as of December 16, 2020 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

I understand that any payments or benefits paid or granted to me under Section 10 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 10 of the Agreement other than the Standard Termination Benefits unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly or by their nature survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to any severance benefits to which I am entitled under the Agreement or any vested benefits under any employee benefit or retirement plan, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification , as provided under Section 12 of the Agreement, or otherwise, or (iii) my rights as an equity or security holder in the Company.

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

Section 2. Company Release

In consideration of and subject to the performance by the Executive of his obligations under the Agreement, the Company and each of its divisions, subsidiaries and operating companies, and the respective officers, directors, agents and representatives of each of them (collectively, with the Company, the “Releasing Parties”) does hereby release and forever discharge as of the date hereof the Executive and each of his agents, family members, heirs, executors, representatives, successors and assigns (collectively, the “Executive Released Parties”) to the extent provided below. The Executive Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Executive Released Parties hereunder.

Except as provided in paragraph 3 below, the Releasing Parties knowingly and voluntarily release and forever discharge the Executive Released Parties from any and all Claims, whether known or unknown, suspected, or claimed against the Executive or any of the Executive Released Parties which the Releasing Parties may have, by reason of any matter, cause, or thing whatsoever, from the beginning of the Executive’s initial dealings with the Company to the date of this General Release; provided that the release of claims shall not apply with respect to (a) any Claim relating to the Executive’s fraud or other willful misconduct or (b) any matter the Executive took active steps to conceal from the Company.

The Releasing Parties represent that they have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 1 above.

The Releasing Parties agree that they hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Executive Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, any form of injunctive relief. Notwithstanding the above, the Releasing Parties further acknowledge that they are not waiving and are not being required to waive any right that cannot be waived under law.

In signing this General Release, the Releasing Parties acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. The Releasing Parties expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. The Releasing Parties acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Executive would not have agreed to the terms of the Agreement. The Releasing Parties further agree that in the event any of the Releasing Parties should bring a Claim seeking damages against any Executive Released Party, or in the event any of the Releasing Parties should seek to recover against any Executive Released Party in any Claim brought by a governmental agency on behalf of a Releasing Party, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. The Releasing Parties further agree that they are not aware of any pending claim of the type described in paragraph 1 above as of the execution of this General Release.

The Company agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Executive, any Executive Released Party or the Company of any improper or unlawful conduct.

The Company represents that it is not aware of any claim by any Releasing Party other than the claims that are released by this General Release. The Releasing Parties acknowledge that they may hereafter discover claims or facts in addition to or different than those which they now know or believe to exist with respect to the subject matter of the release set forth in paragraph 1 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and its decision to enter into it.

The parties to this General Release hereby acknowledge that Sections 14 through 24 of the Agreement shall survive execution of this General Release. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the 31st day of December, 2021.

	SUMMIT HOTEL PROPERTIES, INC.

	By:	/s/ Christopher Eng
		Title: EVP & General Counsel

	EXECUTIVE

	/s/ Daniel P. Hansen
	DANIEL P. HANSEN

Exhibit 10.2

FIRST AMENDMENT TO STOCK AWARD AGREEMENT

(PERFORMANCE-BASED SHARES)

This FIRST AMENDMENT TO STOCK AWARD AGREEMENT (PERFORMANCE-BASED SHARES) (this “First Amendment”) dated as of the 31^st day of December, 2021, by and between SUMMIT HOTEL PROPERTIES, INC. a Maryland corporation (the “Company”) and Daniel P. Hansen (the “Participant”), is made pursuant to the terms of the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated (the “Plan”).

RECITALS

A. The Company and the Participant entered into that certain Stock Award Agreement (Performance-Based Shares) dated as of March 7, 2019 (the “Award Agreement”). All capitalized terms used but not defined in this First Amendment shall have the meanings given to those terms in the Award Agreement.

B. The Company and the Participant wish to amend the Award Agreement as more particularly set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Participant hereby amend the Award Agreement as follows:

1. Earning the Stock Award. Sections 2.(a), 2.(b) and 2.(c) of the Award Agreement are hereby deleted in their entirety and the following Section 2.(a) is inserted in their place:

(a) Upon the expiration of the Measurement Period, the Participant will earn the number of shares, if any of Common Stock determined by multiplying the number of Target Shares times the Applicable Percentage.

2. Change in Control. Sections 3.(a) and 3.(b) of the Award Agreement are hereby deleted in their entirety and the following Sections 3.(a) and 3.(b) are inserted in their place:

(a) The Participant will earn the number of shares of Common Stock determined in accordance with the provisions of Section 2(a) (calculated as of the Control Change Date). Any Additional Shares that are earned in accordance with the preceding sentence and Section 2(a) shall be issued as of the Control Change Date.

(b) The number of shares of Common Stock earned under Section 3(a) (including any Additional Shares), shall be vested and nonforfeitable on the Control Change Date.

3. Reaffirmation. Except as modified by this First Amendment, all of the terms and provisions of the Award Agreement remain in full force and effect and the same are hereby ratified. To the extent of any conflict between the provisions of the Award Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall govern and control.

4. Authority to Execute. Each party hereto represents to the other parties hereto that such party has the full right and authority to enter into this First Amendment.

5. Counterparts; Electronic Signatures. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto intend that delivery may be effected by electronic (PDF) transmission and that a PDF copy which has been executed by the transmitting party shall constitute an original.

IN WITNESS WHEREOF, the Company and the Participant have executed this First Amendment as of the date first set forth above.

	SUMMIT HOTEL PROPERTIES, INC.

	By:	/s/ Christopher Eng
	Name: Christopher Eng
	Title: EVP & General Counsel

	PARTICIPANT

	/s/ Daniel P. Hansen
	Daniel P. Hansen

Exhibit 10.3

FIRST AMENDMENT TO STOCK AWARD AGREEMENT

(PERFORMANCE-BASED SHARES)

RECITALS

A.                The Company and the Participant entered into that certain Stock Award Agreement (Performance-Based Shares) dated as of March 7, 2020 (the “Award Agreement”). All capitalized terms used but not defined in this First Amendment shall have the meanings given to those terms in the Award Agreement.

B.                The Company and the Participant wish to amend the Award Agreement as more particularly set forth herein.

AGREEMENT

1.                  Earning the Stock Award. Sections 2.(a), 2.(b) and 2.(c) of the Award Agreement are hereby deleted in their entirety and the following Section 2.(a) is inserted in their place:

(a)                 Upon the expiration of the Measurement Period, the Participant will earn the number of shares, if any of Common Stock determined by multiplying the number of Target Shares times the Applicable Percentage.

2.                   Change in Control. Sections 3.(a) and 3.(b) of the Award Agreement are hereby deleted in their entirety and the following Sections 3.(a) and 3.(b) are inserted in their place:

(a)                The Participant will earn the number of shares of Common Stock determined in accordance with the provisions of Section 2(a) (calculated as of the Control Change Date). Any Additional Shares that are earned in accordance with the preceding sentence and Section 2(a) shall be issued as of the Control Change Date.

(b)                 The number of shares of Common Stock earned under Section 3(a) (including any Additional Shares), shall be vested and nonforfeitable on the Control Change Date.

3.                   Reaffirmation. Except as modified by this First Amendment, all of the terms and provisions of the Award Agreement remain in full force and effect and the same are hereby ratified. To the extent of any conflict between the provisions of the Award Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall govern and control.

4.                   Authority to Execute. Each party hereto represents to the other parties hereto that such party has the full right and authority to enter into this First Amendment.

5.                   Counterparts; Electronic Signatures. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto intend that delivery may be effected by electronic (PDF) transmission and that a PDF copy which has been executed by the transmitting party shall constitute an original.

IN WITNESS WHEREOF, the Company and the Participant have executed this First Amendment as of the date first set forth above.

	SUMMIT HOTEL PROPERTIES, INC.

	By:	/s/ Christopher Eng
	Name: Christopher Eng
	Title: EVP & General Counsel

	PARTICIPANT

	/s/ Daniel P. Hansen
	Daniel P. Hansen