Exhibit 10.2

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

INLAND AMERICAN REAL ESTATE TRUST, INC.

AND

XENIA HOTELS & RESORTS, INC.

DATED AS OF [ — ], 2015

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “ Agreement ”) is entered into and effective as of [ — ], 2015 (the “ Effective Date ”), by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“ Provider ”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“ Recipient ”). Provider and Recipient may each be referred to herein as a “ Party ,” and are collectively referred to as the “ Parties .” Capitalized terms used but not defined herein shall have the meanings given them in the Separation Agreement (defined below).

RECITALS

WHEREAS, Provider, through Recipient, has previously been engaged in the business of investing in premium full service, lifestyle and urban upscale hotels;

WHEREAS, the board of directors of Provider has determined that it is advisable and in the best interests of Provider to establish Recipient as an independent publicly traded company, and in furtherance thereof, to distribute to the stockholders of Provider, on a pro rata basis, 95% of the outstanding shares of common stock of Recipient (the “ Separation ”);

WHEREAS, Provider and Recipient have entered into that certain Separation and Distribution Agreement, dated as of [ — ], 2015 (the “ Separation Agreement ”), to carry out, effect, and consummate the Separation; and

WHEREAS, pursuant to the Separation Agreement, the Parties have agreed that Provider shall provide (or cause to be provided) to Recipient and its Subsidiaries, and Recipient and its Subsidiaries shall receive, certain services and other assistance on a transitional basis following the Separation and in accordance with the terms of, and subject to, the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants, agreements, representations and warranties contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

SERVICES

Section 1.01 General . In accordance with the provisions hereof, Provider shall provide (or cause to be provided) to Recipient and its Subsidiaries, and Recipient and its Subsidiaries shall receive, the services described on Schedule A attached hereto (each such service, a “ Service ” and, collectively, the “ Services ”). Schedule A may be amended from time to time by written agreement of the Parties.

Section 1.02 Quality of Services . Provider shall perform (or cause to be performed) the Services (i) in a workmanlike and professional manner, (ii) with the same degree of care as it exercises in performing its own functions of a like or similar nature, and, where applicable, in a manner substantially consistent with the quantity and scope of the Services provided by Provider

to Recipient and its Subsidiaries in the ordinary course prior to the Effective Time (except to the extent otherwise provided herein), (iii) where applicable, utilizing persons set forth on Schedule A (each, a “ Specified Person ”), subject to the limitations set forth herein, and (iv) in a timely manner in accordance with the provisions of this Agreement and consistent with historical practice (except to the extent otherwise provided herein), it being understood that nothing in this Agreement will require Provider to favor Recipient and its Subsidiaries over the other business operations of Provider and its Subsidiaries.

Section 1.03 Duration of Services . Subject to the terms of this Agreement, Provider will provide (or cause to be provided) the Services to Recipient and its Subsidiaries until the Termination Date (as defined below) or earlier termination of this Agreement in accordance with Section 9.02 , or if earlier, with respect to each Service, the earlier of (i) the expiration date for such Service set forth on Schedule A , or (ii) the date upon which such Service is terminated under Section 9.01(b) ; provided , however , that to the extent that Provider’s ability to provide a Service is dependent on the continuation of a related Service (and such dependence has been made known to the other Party), then Provider’s obligation to provide such dependent Service shall terminate automatically with the termination of such related Service.

Section 1.04 Third Party Services . Each Party acknowledges and agrees that certain Services provided on Schedule A-3 will be provided by third parties, and that such Services shall be provided by the third parties designated by Provider. If (a) Provider elects to engage a different third party to provide such Services than the third party previously engaged by Provider in connection with such Services or (b) such third party previously engaged by Provider in connection with such Services is unable or unwilling to provide any such Services, Provider shall promptly notify Recipient in writing, and shall use its commercially reasonable efforts to determine the manner in which such Services can best be provided, and, if there is any change to the Services provided as a result, including the level or cost thereof, Provider and Recipient shall negotiate in good faith to amend Schedule A as appropriate.

Section 1.05 Responsible Personnel .

(a) Provider shall designate a point of contact for each Service listed on Schedule A who will be directly responsible for coordinating and managing the delivery of such Service and have authority to act on behalf of Provider with respect to matters relating to such Service.

(b) If a Specified Person has been designated on Schedule A with respect to a Service, unless otherwise agreed in writing by the Parties, Provider will cause such Specified Person to provide such Service. If such Specified Person ceases to be employed by Provider or one of its Subsidiaries or goes on a leave of absence (i) Provider or Recipient may terminate such Service in accordance with Section 9.01(b) , or (ii) the Parties may mutually agree to amend Schedule A to designate a replacement for such Specified Person.

(c) Except as set forth in subsection (b), Provider will have the right, in its reasonable discretion, to (i) designate which of its personnel will be involved in providing Services to Recipient, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs, or decrease in the level of service for Recipient; provided , however , that Provider will use its commercially reasonable efforts to limit disruption of the provision of Services to Recipient in the transition of the Services to different personnel.

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(d) In the event that the provision of any Service by Provider requires the cooperation and services of applicable personnel of Recipient, Recipient will make available to Provider such personnel as may be necessary for Provider to provide such Service. Recipient will have the right, in its reasonable discretion, to (i) designate which of its personnel it will make available to Provider in connection with the receipt of such Service, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs to Provider in providing such Service or adverse effect on Provider’s ability to provide such Service; provided , however , that Recipient will use its commercially reasonable efforts to limit disruption of the provision of services by Provider in the transition of such personnel.

Section 1.06 Changes to Services . It is understood and agreed that Provider may from time to time modify, change or enhance the manner, nature and quality of any Service provided to Recipient to the extent Provider is making a similar change in the performance of such Services for Provider and its Subsidiaries; provided , however , that, except as set forth in Section 1.05(b) , any such modification, change or enhancement will not reasonably be expected to materially negatively affect such Services. Provider shall furnish to Recipient substantially the same notice (in content and timing), if any, as Provider furnishes to its own organization with respect to such modifications, changes or enhancements.

Section 1.07 Amendments to Schedule A . Each amendment to Schedule A , as agreed to in writing by the Parties, shall be deemed part of this Agreement and any changes to the Services or other amendments set forth therein shall be subject to the terms and conditions of this Agreement.

ARTICLE II

COMPENSATION; BILLING

Section 2.01 Service Fees . In consideration for providing the Services, Provider will charge Recipient the fees indicated for each Service listed on Schedule A (each, a “ Service Fee ” and collectively, the “ Service Fees ”).

Section 2.02 Expenses . Except to the extent provided otherwise on Schedule A , in addition to the Service Fee, Provider shall also be entitled to charge Recipient for any reasonable, documented, out-of-pocket costs and expenses incurred by Provider in providing the Services (“ Expenses ”).

Section 2.03 Taxes . In addition to any amounts otherwise payable by Recipient pursuant to this Agreement, Recipient shall pay, be responsible, and promptly reimburse Provider, for any sales, use, value added, goods and services, excise, transfer, recording or similar taxes, including any interest, penalties or additional amounts imposed with respect thereto, imposed with respect to, or in connection with, the provision of Services or payment of any Service Fees hereunder.

Section 2.04 Payment of Fees . No later than the first day of each calendar month, Recipient shall pay to Provider the Service Fees due for the upcoming month in accordance with Schedule A . Payments shall be made by check or wire transfer of immediately available funds to one or more accounts specified in writing by Provider.

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Section 2.05 Payment of Expenses . Within thirty (30) days after the end of each calendar month, Provider shall send Recipient an invoice that includes in reasonable detail the Expenses due in connection with the Services provided to Recipient. Payments of invoices shall be made by check or wire transfer of immediately available funds to one or more accounts specified in writing by Provider. Payment shall be made within thirty (30) days after the date of receipt of Provider’s invoice.

Section 2.06 Payment Delay; Finance Charges .

(a) If Recipient fails to make any material payment within thirty (30) days of the date such payment was due to Provider, Provider shall have the right, at its sole option, upon ten (10) days’ prior written notice (such notice, a “ Suspension Notice ”), to suspend performance of any Services until payment has been received.

(b) If Recipient fails to make any payment within sixty (60) days of the date such payment was due to Provider, a finance charge of two percent (2%) per month, payable from the date of the invoice to the date such payment is received and levied upon the balance of any such payment, shall be due and payable to Provider. In addition, Recipient shall indemnify Provider for its costs, including reasonable attorneys’ fees and disbursements, incurred to collect any unpaid amount.

(c) Recipient shall not be liable for the payment of any finance charges pursuant to this Section 2.06 , and Provider shall not be authorized to suspend performance pursuant to this Section 2.06 , to the extent, but only to the extent, that Recipient is in good faith disputing Service Fees or Expenses incurred under Sections 2.01 and 2.02 .

Section 2.07 No Right to Set-Off . Recipient shall pay the full amount of all Service Fees and Expenses and shall not set off, counterclaim or otherwise withhold any amount owed to Provider under this Agreement on account of any obligation owed by Provider to Recipient.

ARTICLE III

COOPERATION AND CONSENTS

Section 3.01 General . Each Party shall reasonably cooperate with and provide assistance to the other Party in carrying out the provisions of this Agreement. Such cooperation shall include, but not be limited to, exchanging information, responding to inquiries, making adjustments and, subject to Section 3.03 , obtaining all consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder; provided , however , that neither Party shall be required to disclose privileged information to the other Party.

Section 3.02 Transition . At the request of Recipient in contemplation of the termination of any Services hereunder, in whole or in part, Provider shall cooperate with Recipient, at Recipient’s expense, in transitioning such Services to Recipient or to any third party service provider designated by Recipient.

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Section 3.03 Consents . Provider will take commercially reasonable efforts to obtain, and to keep and maintain in effect, any third party licenses and consents necessary to provide the Services (the “ Consents ”). The costs relating to obtaining any such licenses or Consents obtained solely for the benefit of Recipient shall be borne by Recipient; provided , however , that Provider shall not incur any such costs that are not contemplated by Schedule A or consistent with historical practice of the Parties without the prior written consent of Recipient. If any such Consent is not obtained or maintained despite using commercially reasonable efforts to do so, Provider shall promptly notify Recipient in writing, and (i) Provider shall not be obligated under this Agreement to provide Recipient access to or use of any third party software or services requiring such Consents or to provide any Services dependent upon such Consents until such Consents are obtained or maintained, and (ii) the Parties will reasonably cooperate with one another to achieve a reasonable alternative arrangement with respect thereto as necessary.

ARTICLE IV

CONFIDENTIALITY

Section 4.01 Recipient Confidential Information . From and after the Effective Date, subject to Section 4.03 , and except as contemplated by or otherwise provided for under this Agreement or the Separation Agreement, Provider shall not, and shall cause its Affiliates and its own and its Affiliates’ officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives or third parties providing Services pursuant to this Agreement (collectively, “ Representatives ”), to not, directly or indirectly, disclose, reveal, divulge or communicate to any Person, other than to Recipient and its Affiliates (collectively, the “ Recipient Group ”) and their respective Representatives, and to Provider and its Affiliates (collectively, the “ Provider Group ”) and their respective Representatives who reasonably need to know such information in connection with the provision of Services under this Agreement and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, Recipient will be responsible, or use or otherwise exploit for its own benefit or for the benefit of any third party (other than members of the Recipient Group), any Recipient Confidential Information (as defined below).

For the purposes of this Agreement, “ Group ” shall mean the Provider Group or the Recipient Group, as the context requires. If any disclosures are made by members of the Recipient Group to members of the Provider Group in connection with the provision of Services under this Agreement, then the Recipient Confidential Information so disclosed shall be used by the Provider Group only as required to perform the Services or, if applicable, to the extent permitted by the Separation Agreement. Provider shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Recipient Confidential Information by any member of the Provider Group or its Representatives as it uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Agreement, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by the Recipient Group that is furnished to, or in possession of, any member of the Provider Group, in each case in connection with the Services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by members of the Provider Group, that contain, or otherwise reflect, such

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information, material or documents is hereinafter referred to as “ Recipient Confidential Information .” Recipient Confidential Information does not include, and there shall be no obligation hereunder, with respect to information that (i) is or becomes generally available to the public, other than as a result of a disclosure by a member of the Provider Group or its Representatives not otherwise permissible hereunder, (ii) Provider can demonstrate was or became available to the Provider Group from a source other than the Recipient Group or its Representatives, or (iii) is developed independently by the Provider Group without reference to the Recipient Confidential Information; provided , however , that, in the case of clause (ii), the source of such information was not known by Provider to be bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any member of the Recipient Group with respect to such information.

Section 4.02 Provider Confidential Information . From and after the Effective Date, subject to Section 4.03 , and except as contemplated by or otherwise provided for under this Agreement or the Separation Agreement, Recipient shall not, and shall cause the members of the Recipient Group and their respective Representatives to not, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than members of the Provider Group and its Representatives, or members of the Recipient Group and its Representatives, who reasonably need to know such information in connection with the receipt of Services under this Agreement and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, Provider will be responsible, or use or otherwise exploit for its own benefit or for the benefit of any third party (other than members of the Provider Group), any Provider Confidential Information (as defined below). If any disclosures are made by members of the Provider Group to members of the Recipient Group in connection with the provision of Services under this Agreement, then the Provider Confidential Information (as defined below) so disclosed shall be used by the Recipient Group only as required to receive the Services or, if applicable, to the extent permitted by the Separation Agreement. Recipient shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Provider Confidential Information by any member of the Recipient Group or its Representatives as it uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care.

For purposes of this Agreement, any information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by the Provider Group that is furnished to, or in possession of, any member of the Recipient Group, in each case in connection with the Services provided under this Agreement and irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by members of the Recipient Group, that contain, or otherwise reflect, such information, material or documents, is hereinafter referred to as “ Provider Confidential Information ,” and, together with the Recipient Confidential Information, “ Confidential Information .” Provider Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Recipient Group or its Representatives not otherwise permissible hereunder, (ii) Recipient can demonstrate was or became available to the Recipient Group from a source other than the Provider Group or its Representatives, or (iii) is developed independently by the Recipient Group without reference to the Provider Confidential Information; provided , however , that, in the case of clause (ii), the

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source of such information was not known by Recipient to be bound by a confidentiality or non-disclosure agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any member of the Provider Group with respect to such information.

Section 4.03 Required Disclosure . Notwithstanding anything to the contrary in Sections 4.01 and 4.02 , in the event that any demand or request for disclosure of Confidential Information is made by judicial or administrative process or by other requirements of Law, the Party requested to disclose Confidential Information concerning a member of the other Group shall (to the extent not prohibited by judicial or administrative process or by other requirements of Law) promptly notify such member of the other Group of the existence of such request or demand and, to the extent commercially practicable, shall provide such member of the other Group thirty (30) days (or such lesser period as is commercially practicable) to seek an appropriate protective order or other remedy, which the Parties will, at the expense of the requesting Party, cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party that is required to disclose Confidential Information about a member of the Group shall furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to ensure that confidential treatment is accorded such information.

Section 4.04 Return or Destruction of Confidential Information . Upon the written request of a Party or a member of its Group, except as contemplated by or otherwise provided for under the Separation Agreement, the other Party shall take, and shall cause the applicable members of its Group to take, reasonable steps to promptly (a) deliver to the requesting Person all original copies of Confidential Information (whether written or electronic) concerning the requesting Person or any member of its Group that is in the possession of the other Party or any member of its Group and (b) if specifically requested by the requesting Person, destroy any copies of such Confidential Information (including any extracts therefrom), unless such delivery or destruction would violate any Law; provided , however , that if Recipient requests that Provider return or destroy Confidential Information concerning Recipient or any member of the Recipient Group, then Provider shall not be required to continue providing any Services to the extent Provider’s ability to provide such Services is negatively impacted by its failure to no longer have possession of such Confidential Information. Upon the written request of the requesting Person, the other Party shall, or shall cause another member of its Group to cause, its duly authorized officers to certify in writing to the requesting party that the requirements of the preceding sentence have been satisfied in full.

ARTICLE V

INTELLECTUAL PROPERTY

Section 5.01 Recipient Intellectual Property . Except as otherwise agreed by the Parties, all data, software, or other property or assets owned or created by Recipient, including, without limitation, derivative works thereof, and new data or software created by Recipient at Recipient’s expense, in connection with its receipt of Services and all intellectual property rights therein (the “ Recipient Property ”), shall remain the sole and exclusive property and responsibility of Recipient. Provider shall not acquire any rights in any Recipient Property pursuant to this Agreement.

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Section 5.02 Provider Intellectual Property . Except as otherwise agreed by the Parties, all data, software or other property or assets owned or created by Provider, including, without limitation, derivative works thereof, and new data or software created by Provider at Provider’s expense, in connection with the provision of Services and all intellectual property rights therein (the “ Provider Property ”), shall be the sole and exclusive property and responsibility of Provider. Recipient shall not acquire any rights in any Provider Property pursuant to this Agreement.

ARTICLE VI

LIMITED LIABILITY AND INDEMNIFICATION

Section 6.01 Consequential and Other Damages . Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, no member of either Group or their Representatives shall be liable to any member of the other Group or its Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance of any Services under this Agreement, including with respect to business interruptions or claims of customers.

Section 6.02 Limitation of Liability . Subject to any obligations to reperform any Services as set forth in Section 6.03 , the maximum amount of the Losses of each member of the Provider Group and its Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, shall not exceed the total aggregate Service Fees (excluding any Expenses or other third-party costs) actually paid to Provider by Recipient pursuant to this Agreement.

Section 6.03 Obligation To Reperform; Liabilities . In the event of any breach of this Agreement by any member of the Provider Group (or any third parties providing Services under this Agreement) with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to reperform in a commercially reasonable manner), the Provider shall (a) promptly correct or cause to be corrected in all material respects such error, defect or breach or reperform in all material respects such Services at the request of Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.01 and 6.02 , reimburse Recipient for Liabilities attributable to such breach by such member of the Provider Group (or any third parties providing Services under this Agreement). The remedy set forth in this Section 6.03 shall be the sole and exclusive remedy of Recipient for any such breach of this Agreement. Any request for reperformance in accordance with this Section 6.03 by Recipient must be in writing and specify in reasonable detail the particular breach, and such request must be made no more than one (1) month from the date such breach occurred.

Section 6.04 Release and Recipient Indemnity . Subject to Section 6.01 , Recipient, on behalf of itself and its Affiliates, Representatives or other Persons using such Services, hereby releases each member of the Provider Group and its Representatives (each, a “ Provider Indemnified Party ”), and Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all Losses arising from, relating to or

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in connection with the use of any Services by Recipient or any of its Affiliates, Representatives or other Persons using such Services, except to the extent such Losses arise out of, relate to or are a consequence of Provider’s recklessness or willful misconduct.

Section 6.05 Provider Indemnity . Subject to Section 6.01 , Provider hereby agrees to indemnify, defend and hold harmless each member of the Recipient Group and its Representatives (each a “ Recipient Indemnified Party ”), from and against any and all Losses arising from, relating to or in connection with the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement to the extent that such Losses arise out of, relate to or are a consequence of Provider’s recklessness or willful misconduct.

Section 6.06 Indemnification Procedures . The provisions of Section 9.4 of the Separation Agreement shall govern claims for indemnification under this Agreement.

Section 6.07 Liability for Payment Obligations . Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, Recipient’s express obligation to pay the Service Fees, Expenses and other amounts in accordance with this Agreement.

Section 6.08 Exclusion of Other Remedies . Except for the provisions of Section 2.06(b) , Sections 6.03 , 6.04 , 6.05 and 6.06 of this Agreement shall be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any Losses arising pursuant to this Agreement.

ARTICLE VII

INDEPENDENT CONTRACTOR

In performing the Services hereunder, each Group shall operate as, and have the status of, an independent contractor. No Party’s employees shall be considered employees or agents of the other Party, nor shall the employees of either Party be eligible or entitled to any benefits, perquisites, or privileges given or extended to any of the other Party’s employees. Nothing contained in this Agreement shall be deemed or construed to create a joint venture or partnership between the Parties. No Party shall have any power or authority to bind or commit any other Party.

ARTICLE VIII

COMPLIANCE WITH LAWS

In the performance of its duties and obligations under this Agreement, each Party shall comply with all applicable laws. The Parties shall cooperate fully in obtaining and maintaining in effect all permits and licenses that may be required for the performance of the Services.

ARTICLE IX

TERM AND TERMINATION

Section 9.01 Term .

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(a) The term of this Agreement shall commence on the Effective Date and end on March 31, 2016 (the “ Termination Date ”), or such earlier date, if any, upon which this Agreement is terminated in accordance with Section 9.02 .

(b) Except as may be otherwise set forth on Schedule A , and subject to the last proviso of Section 1.03 , Recipient may terminate any Service prior to the scheduled expiration date by giving Provider not less than thirty (30) days’ prior written notice, or such less time as may be agreed upon by the Parties. Recipient or Provider may terminate any Service for which a Specified Person is listed on Schedule A at any time after such Specified Person ceases to be employed by Provider or one its Subsidiaries or goes on a leave of absence; provided , however , that if during the term that the applicable Service is being provided pursuant to this Agreement, Provider receives advance notice that a Specified Person will cease to be employed by Provider or one of its Subsidiaries or will be going on a leave of absence, Provider will promptly provide such notice thereof to Recipient. Except as set forth in the immediately preceding sentence, Services can only be terminated at month-end. To the extent there are any break-up costs (including commitments made to, or in respect of, personnel or third parties due to the requirement to provide the Services, prepaid expenses related to the Services or costs related to terminating such commitments) reasonably incurred by Provider as a result of any early termination of a Service by Recipient, Provider shall use its reasonable best efforts to mitigate such costs, and Recipient shall bear such costs and reimburse Provider in full for the same.

Section 9.02 Termination of this Agreement . This Agreement may be terminated:

(a) by the written agreement of the Parties;

(b) by Provider in the event that it delivers a Suspension Notice to Recipient and suspends delivery of a Service in accordance with Section 2.06(a) , and such Suspension Notice is not satisfied within thirty (30) days of the date of delivery of such Suspension Notice;

(c) by either Party upon a material breach (other than non-payment of Service Fees or Expenses) by the other Party that is not cured (or reperformed in accordance with Section 6.03 ) within thirty (30) days after delivery of written notice of such breach from the non-breaching Party;

(d) by either Party in the event that the other Party shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) calendar days) related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, (iv) take any corporate action for its winding up or dissolution;

(e) by either Party, upon a Change in Control (as defined below) of the other Party. For the purposes of this Agreement, “ Change in Control ” shall mean, with respect to a Party, the occurrence after the Effective Time of any of the following: (i) the sale, conveyance or disposition, in one or a series of related transactions, of all or substantially all of the assets of such Party and its Group (taken as a whole) to a third party that is not a member of such Party’s Group prior to such transaction or the first of such related transactions; (ii) the consolidation,

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merger or other business combination of a Party with or into any other Person, immediately following which the then-current shareholders of the Party, as such, fail to own, in the aggregate, at least majority voting power of the surviving Party in such consolidation, merger or business combination, or of its ultimate publicly traded parent; (iii) a transaction or series of transactions in which any Person or “group” (as the term “group” is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder) acquires majority voting power of such Party (other than a reincorporation or similar corporate transaction in which each of such Party’s shareholders owns, immediately thereafter, interests in the new parent company in substantially the same percentage as such shareholder owned in such Party immediately prior to such transaction); or (iv) a majority of the board of directors of such Party ceases to consist of individuals who have become directors as a result of being nominated or elected by a majority of such Party’s directors; or

(f) by either Party if all of the Services have been terminated early in accordance with Section 9.01(b) .

Section 9.03 Effect . In the event of termination of this Agreement in its entirety pursuant to this Article IX , or upon the Termination Date, this Agreement shall cease to have further force or effect, and neither Party shall have any liability to the other Party with respect to this Agreement; provided that:

(a) termination or expiration of this Agreement for any reason shall not release a Party from any liability or obligation, including the requirement to pay Service Fees or Expenses, that already has accrued as of the effective date of such termination or expiration, and shall not constitute a waiver or release of, or otherwise be deemed to adversely affect, any rights, remedies or claims which a Party may have hereunder at law, equity or otherwise or which may arise out of or in connection with such termination or expiration;

(b) as promptly as practicable, following termination of this Agreement in its entirety or with respect to any Service to the extent applicable, and the payment by Recipient of all amounts owing hereunder, Provider shall return all reasonably available material, inventory and other property of Recipient held by Provider, and shall deliver copies of all of Recipient’s records maintained by Provider with regard to the Services in Provider’s standard format and media. Provider shall deliver such property and records to such location or locations, as reasonably requested by Recipient. Arrangements for shipping, including the cost of freight and insurance, and the reasonable cost of packing incurred by Provider shall be borne by Recipient; and

(c) Articles IV , V , VI , VII , X and XI , and this Section 9.03 , shall survive any termination or expiration of this Agreement and remain in full force and effect.

ARTICLE X

DISPUTE RESOLUTION

Section 10.01 Dispute Resolution . The provisions of Sections 10.1 – 10.3 of the Separation Agreement shall apply , mutatis mutandis , to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or the transactions contemplated hereby.

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Section 10.02 Waiver of Jury Trial . EACH PARTY IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY A PARTY TO COMPEL THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN THIS ARTICLE X AND THE ENFORCEMENT OF ANY AWARDS OR DECISION OBTAINED FROM SUCH ARBITRATION PROCEEDING, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Further Assurances . From time to time, each Party agrees to execute and deliver such additional documents, and will provide such additional information and assistance as either Party may reasonably require to carry out the terms of this Agreement.

Section 11.02 Amendments and Waivers .

(a) No provision of this Agreement, including Schedule A , may be amended except by an agreement in writing signed by both Parties.

(b) Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or the Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is executed by a writing signed by an authorized representative of such Party. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be construed to be a waiver by the waiving Party of any subsequent or other default, nor shall it in any way affect the validity of this Agreement or prejudice the rights of the other Party, thereafter, to enforce each and every such provision. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 11.03 Entire Agreement . This Agreement and Schedule A hereto, as well as any other agreements and documents referred to herein (including the Separation Agreement and the agreements contemplated thereby, to the extent applicable), constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the Parties with respect to such subject matter. No agreements or understandings exist between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

Section 11.04 Third Party Beneficiaries . Except for the indemnification provisions in Article VI , this Agreement is for the sole benefit of the Parties and their successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

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Section 11.05 Notices . All notices, demands and other communications required to be given to a Party hereunder shall be in writing and shall be personally delivered, sent by a nationally recognized overnight courier, or mailed by registered or certified mail (postage prepaid, return receipt requested) to such Party at the relevant street address set forth below (or at such other street address as such Party may designate from time to time by written notice in accordance with this provision):

If to Provider, to:

Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, Illinois 60523

Attention: President and Chief Executive Officer

If to Recipient, to:

Xenia Hotels & Resorts, Inc.

200 S. Orange Avenue, Suite 1200

Orlando, Florida 32801

Attention: President and Chief Executive Officer

Notice by courier or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or similar acknowledgment. All notices and communications delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal delivery.

Section 11.06 Counterparts; Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 11.07 Severability . If any term or other provision of this Agreement or the Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the

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end that the transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 11.08 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and permitted assigns; provided , however , that, except as provided in Section 1.04 and other provisions herein allowing Provider to delegate its obligations hereunder to third parties, no Party may assign, delegate or transfer (by operation of law or otherwise) its respective rights, or delegate its respective obligations, under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to (i) any member of such Party’s Group; provided , however , that each Party shall at all times remain liable for the performance of its obligations under this Agreement by any such Group member, or (ii), subject to Provider’s right to terminate this Agreement pursuant to Section 9.01(e) hereof, any successor by merger, consolidation, reorganization, recapitalization, acquisition or person acquiring all or substantially all of the assets of such Party pursuant to a Change of Control, provided , however , that such successor shall assume all obligations of such under this Agreement. Any attempted assignment or delegation in violation of this Section 11.08 shall be null and void.

Section 11.09 Governing Law . This Agreement, and the legal relations between the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws rules thereof, to the extent such rules would require the application of the law of another jurisdiction.

Section 11.10 Disclaimer of Representations and Warranties .

(a) It is understood and agreed that the employees of Provider and the other members of the Provider Group performing the Services are not professional providers to third parties of the types of services included in the Services and that some or all of the Provider Group employees performing Services may have other responsibilities and may not be dedicated full-time to performing Services hereunder. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS AGREEMENT, PROVIDER HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

(b) Without limiting the generality of any other provision hereof, it is not the intent of any member of the Provider Group (or their Affiliates) to render professional advice or opinions, whether with regard to tax, legal, treasury, finance, intellectual property, employment or other matters; Recipient shall not rely on any Service provided by (or caused to be provided

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by) Provider for such professional advice or opinions; and notwithstanding Recipient’s receipt of any proposal, recommendation or suggestion in any way relating to tax, legal, treasury, finance, intellectual property, employment or any other subject matter, Recipient shall seek all third-party professional advice and opinions as it may desire or need; and, with respect to any software or documentation provided in connection with the Services, Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software.

(c) A material inducement to the provision of Services is the limitation of liability, damages and recourse set forth herein and the release and indemnity provided by Recipient.

Section 11.11 Force Majeure .

(a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as, and to the extent to which, the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations, and (ii) the nature, quality and standard of care that Provider shall provide in delivering a Service after a Force Majeure shall again comply with Section 1.02 . In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure impacting Provider, Recipient shall be entitled to seek an alternative service provider with respect to such Service(s) (and shall be relieved of the obligation to pay Service Fees for such Service(s) throughout the duration of such Force Majeure) and shall be entitled to permanently terminate such Service(s) if a Force Majeure shall continue to exist for more than sixty (60) consecutive days, it being understood that Recipient shall provide advance notice of such termination to Provider.

(c) For purposes of this Agreement “ Force Majeure ” means with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person), or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

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Section 11.12 Construction and Interpretation .

(a) This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

(b) If there is any conflict between the provisions of this Agreement and the Separation Agreement, the provisions of this Agreement shall control (but only with respect to the subject matter hereof) unless explicitly stated otherwise herein. If there is any conflict between the provisions of the main body of this Agreement and any Schedule to this Agreement, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise herein.

(c) References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

Section 11.13 Titles and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement

Section 11.14 Schedules . The Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 11.15 Specific Performance . Subject to the provisions of Article X , from and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and

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all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, may be inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 11.16 Limited Liability . Notwithstanding any other provision of this Agreement, no Specified Person, person designated as the coordinator of Services pursuant to Section 1.05(a) or other individual who is a shareholder, director, employee, officer, agent or representative of Provider or Recipient, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Provider or Recipient, as applicable, under this Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Provider or Recipient, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the date first written above.

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “ Agreement ”), dated as of July 1, 2014, is entered into by and among IA Lodging Group, Inc. (“ Inland Lodging ”), IA Lodging Management LLC (“ Inland Management ” and together with Inland Lodging, the “ Company ”) and Marcel Verbaas (“ Executive ”).

RECITALS:

WHEREAS , Inland Management desires to employ Executive in the position of President and Chief Executive Officer; and

WHEREAS , this Agreement sets forth the terms and conditions of the employment relationship between the Company and Executive.

NOW, THEREFORE , in consideration of the covenants herein contained and the employment of Executive and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Start Date; Position . The Company will employ Executive as its President and Chief Executive Officer, beginning on or about February 1, 2014 (the actual first day of active employment being, the “ Start Date ”). The principal location of Executive’s employment shall be at the Company’s office located in Orlando, Florida, although Executive understands and agrees that he will be required to travel from time to time for business reasons. Executive agrees to devote his full working time and attention to the Company and to act at all times in the best interests of the Company. Executive will have such duties, responsibilities and authority as are consistent with his position. Prior to a Triggering Event, Executive shall report to the highest ranking executive officer of Inland American Real Estate Trust, Inc. (“ Inland REIT ”). After a Triggering Event, Executive shall report to the board of directors of Inland Lodging. Executive agrees to perform his duties and responsibilities to the Company faithfully, competently, diligently and to the best of his ability, and subject to, and in accordance with, all of the policies, rules and regulations from time to time applicable to employees of the Company or Inland REIT. Executive further agrees to execute any additional documents as the Company or Inland REIT may from time to time request him and other similarly situated executives to sign regarding such policies, rules and regulations of the Company or Inland REIT, provided that any such additional documents shall not be inconsistent with the terms of this Agreement.

2. Compensation and Benefits .

(a) Base Salary . During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $615,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “ Base Salary ”). Notwithstanding the foregoing, in the event of a Qualified Event, the Board shall review and consider an adjustment to Executive’s then-current Base Salary to make Executive’s Base Salary consistent with the market median of the base salaries paid to comparably situated highest level

executive officers of publicly traded real estate investment trusts in the lodging industry similar in size to Inland Lodging. Executive’s Base Salary will be payable in accordance with the Inland REIT’s normal payroll practices prior to a Triggering Event and the Company’s normal payroll practices following a Triggering Event.

(b) Annual Performance Bonus . For the period from January 1, 2014 through December 31, 2014 and during each subsequent twelve (12)-month period while Executive remains employed with the Company (each, a “ Performance Period ”), Executive will be eligible to receive an annual performance bonus award payable in cash in an amount determined by the Board, or a committee thereof, based upon the achievement of performance criteria mutually agreed upon by the Board and Executive with respect to such twelve (12)-month period (the “ Annual Bonus ”). The bonus program to be established by the Board will include threshold, target and maximum levels. Executive will be eligible to receive an annual target bonus no less than one hundred and twenty-five percent (125%) of his Base Salary (“ Target Bonus ”) with threshold and maximum bonus levels to be determined on an annual basis, with the actual bonus that becomes payable to be based on the actual achievement of the applicable performance criteria as determined by the Board or a committee thereof. In the event of the occurrence of a Triggering Event during a Performance Period, Executive will be eligible to receive an Annual Bonus equal to the target Annual Bonus for the year in which the Triggering Event occurs, pro-rated for the portion of the Performance Period that elapsed prior to the occurrence of the Triggering Event. Any Annual Bonus shall be paid to Executive in a lump sum as soon as reasonably practicable, but in no event later than March 15, following the end of the applicable fiscal year.

(c) Equity Compensation – Long Term Incentives .

(i) Annual Long-Term Incentive Award . Upon execution of this Agreement, Executive will be granted within thirty (30) days of the date of this Agreement (the “ Initial Share Unit Grant Date ”) and subject to subsection (iii) below, an award of 150,000 units (“ Share Units ”) having an aggregate value equal to $1,500,000, and in each subsequent calendar year after execution of this Agreement, and no later than March 15 of that year, Executive will be granted an award of a number of Share Units having an aggregate value equal to no less than 244% of Executive’s Base Salary in that year (together, the “ Annual Grant Share Units ”, and the date of each such grant, together with the Initial Share Unit Grant Date, the “ Annual Share Unit Grant Date ”), with the number of Share Units subject to each subsequent year grant determined by dividing such amount by the Fair Market Value of a Share Unit on the date of grant. The Annual Grant Share Units will vest and settle on the later to occur of (i) the date there first occurs a Triggering Event and (ii) the third anniversary of the Initial Share Unit Grant Date or the Annual Share Unit Grant Date, as applicable, subject to Executive’s continued employment through the applicable settlement date, provided that, in no event will the Annual Grant Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Initial Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event to occur is a Qualified Event, the Annual Grant Share Units will be settled in Shares (for that number of Shares having an aggregate value on the applicable settlement date equal to the Fair Market Value of the Annual Grant Share Units on the applicable settlement date) and (b) in the event the Triggering Event to occur is a Change in Control, the Annual Grant Share Units will be settled in cash in an amount equal to the aggregate Fair Market Value of the

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Annual Grant Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Annual Grant Share Units are converted into share units or other form of equity award of such acquiring entity at the time of the Change in Control, then the Annual Grant Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing, if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, following the occurrence of a Triggering Event or during the Pre-CIC Period (as defined in Section 4), to the extent not already vested, the Annual Grant Share Units will vest in full and be settled on the date of such termination.

Notwithstanding anything to the contrary in this Agreement, prior to a Triggering Event, if a portion of the real estate portfolio of Inland Lodging is listed on a public exchange, merged into another company, or sold, the Board shall consider vesting Executive with and settlement of a portion of the Share Units described in this Section 2(c)(i) and any subsequent awards granted pursuant to the applicable equity incentive plan of the Company on the date of the listing or consummation of merger or sale as applicable.

(ii) Triggering Event Contingency Award . Upon execution of this Agreement by both parties, Executive will be granted within thirty (30) days of the date of this Agreement (the actual date of grant, the “ Contingency Share Unit Grant Date ”), and subject to subsection (iii) below, 150,000 Share Units having an aggregate value equal to $1,500,000 (the “ Contingency Share Units ”). With regard to vesting (i) if the Triggering Event is a Qualified Event, the Contingency Share Units will vest and settle in three equal installments on each of the first three anniversaries of the Triggering Event, subject to Executive’s continued employment through each such anniversary date and (ii) if the Triggering Event is a Change in Control, 100% of the Contingency Share Units will vest and settle on the one-year anniversary of the Triggering Event, subject to Executive’s continued employment through such one-year anniversary date of the Change in Control, provided that, in no event will the Contingency Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Contingency Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event is a Qualified Event, the Contingency Share Units will be settled in Shares (for that number of Shares having an aggregate value equal to the Fair Market Value of the Contingency Share Units) on the applicable settlement date and (b) in the event the Triggering Event is a Change in Control, the Contingency Share Units will be settled in cash in an amount equal to the Fair Market Value of the Contingency Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Contingency Share Units are converted into share units or other form or equity award of such acquiring entity at the time of the Change in Control, then the Contingency Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing, if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, in either case, following the occurrence of a Triggering Event or during the Pre-CIC Period, to the extent not already vested, the Contingency Share Units will vest in full and be settled on the date of such termination.

(iii) Notwithstanding anything to the contrary in this Agreement, the number of Share Units granted to Executive as set forth in this Section 2(c) shall be subject to adjustments as determined necessary by the Board to prevent dilution or enlargement of value as a result of intercompany transfers of cash or assets between Inland Lodging and one or more of its Affiliates for no consideration or other such similar transactions.

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(iv) After a Qualified Event, each grant of Share Units under subsections 2(c)(i) and (ii) above will provide for accrual of dividend equivalents until the settlement date of the Share Units. As of each dividend date with respect to shares of common stock of Inland Lodging (“ Common Stock ”), a dollar amount shall accrue to Executive equal to the amount of the dividend that would have been paid on the number of shares of Common Stock that would have been held by the Executive as of the close of business on the record date for such dividend had such Share Units been converted on such date into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. In the case of any dividend declared on shares of Common Stock that is payable in shares of Common Stock, Executive will be credited with an additional number of Share Units equal to the number having a Fair Market Value equal to the Fair Market Value of the shares of Common Stock (including any fraction thereof) that would have been distributable to Executive as a dividend had his Share Units been converted into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. No dividend equivalents shall be paid out to Executive unless and until the Share Units to which the dividend equivalents relate have become vested and settled.

(d) Employee Benefits . Executive is also eligible for the benefit plans and employment policies offered by Inland Management, or by Inland REIT prior to a Triggering Event, to other senior level executives, under the same terms and conditions offered to senior level executives, subject to and on a basis consistent with the terms, conditions, and overall administration of such benefit plans. During the Term, Executive will accrue vacation with pay at an annual accrual rate consistent with Inland Management’s or Inland REIT’s policy in effect from time to time.

(e) Reservation of Rights . Notwithstanding the foregoing, Inland Management following a Triggering Event, or Inland REIT prior to a Triggering Event, may change, amend, or discontinue any employee benefit plans and policies at any time in its sole discretion.

(f) Business Expenses . The Company shall reimburse Executive for reasonable business expenses incurred by Executive on Company business, pursuant to Inland Management’s following a Triggering Event, or Inland REIT’s prior to a Triggering Event, standard expense reimbursement policy as in effect from time to time.

3. Term; Termination of Employment . The term of this Agreement (the “ Term ”) begins on the Start Date and will end, along with Executive’s employment with Inland Management, on the earliest to occur of the following events.

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(a) Notice by Executive . Executive can terminate his employment and the Term with Good Reason in accordance with the notice requirement under the definition of Good Reason under Section 11(g) of this Agreement or without Good Reason by providing 60 days advance written notice to the Company of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. The Company can elect, in its sole discretion, to have Executive continue to provide services to the Company during some, all or none of such notice period and can elect, in its sole discretion, whether such services will be performed on or off Company premises.

(b) Notice by the Company without Cause . Inland Management can terminate Executive’s employment and the Term without Cause by providing 60 days’ advance written notice to Executive of such intent, with the last day of Executive’s employment being the end of such 60- day notice period. At Inland Management’s option, it may place Executive on a paid leave of absence for all or part of such notice period.

(c) Termination For Cause . Inland Management can terminate Executive’s employment and the Term immediately upon notice to him if such termination of employment is for Cause.

(d) Other Reasons . Executive’s employment and the Term will be terminated upon Executive’s death or Executive becoming Disabled.

(e) Certain Payments . Upon Executive’s termination of employment for any reason, the Company will pay to Executive (a) Executive’s earned but unpaid Base Salary through the effective date of the termination and (b) any other amounts due to Executive from the Company or any of its Affiliates thereof as of the effective date of the termination, such as approved, unreimbursed business expenses and accrued and unused vacation. Executive’s participation in employee benefit plans of Inland Management or Inland REIT will be governed by the terms of those plans then in effect.

4. Severance .

(a) Termination Without Cause or Resignation for Good Reason other than during the Pre-CIC Period or within 24 months Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is not within the period of time between the signing of a definitive agreement that, if consummated, would constitute a Change in Control and the consummation of such Change in Control (the “ Pre-CIC Period ”) or the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a payment in an amount equal to 2 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such amounts will be payable over a period of 12 months in equal installments in accordance with Inland Management’s or Inland REIT’s normal payroll practices, commencing within sixty (60) days following Executive’s separation from service.

(b) Termination Without Cause or Resignation for Good Reason during the Pre-CIC Period or Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is during the Pre-CIC Period or within the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a

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lump sum payment equal to (a) 3 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs if the Triggering Event is a Change in Control or (b) 2.5 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs if the Change in Control occurs after the occurrence of a Qualified Event. Such lump sum amounts will be payable within the later of sixty (60) days following Executive’s separation from service or 30 days following the date of the Change in Control.

(c) Benefit Continuation . If Executive is entitled to severance payments under either Section 4(a) or 4(b) hereof, the Company shall, at the Company’s expense, for a period of 18 months (the “ Benefit Continuation Period ”), provide medical insurance benefit coverage in coordination with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) by reimbursing Executive for the applicable coverage premiums, provided that (i) Executive completes and timely files all necessary COBRA election documentation, which will be sent to Executive after the last day of employment and (ii) Executive continues to make all required premium payments required by COBRA. In the event such premium payment reimbursements by the Company, by reason of change in the applicable law, may, in the reasonable view of the Company, result in tax or other penalties on the Company, this provision shall terminate and Executive and the Company shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent Executive becomes eligible for substantially similar medical insurance benefits during the applicable Benefit Continuation Period (and any such benefits received by, or made available to, Executive shall be reported to the Company by Executive).

5. Conditions to Receiving Severance . The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive signing, returning to Inland Management and not revoking, a general release agreement, in a form of agreement generally used by Inland Management for such purposes, releasing the Company, Inland REIT and their affiliates from any and all claims Executive may have arising out of Executive’s employment, or termination thereof (the “ Release Agreement ”) and such Release Agreement becoming effective no later than fifty-five (55) days following Executive’s termination of employment; provided, however, that in the event such fifty-five (55) day period straddles two taxable years, the payments described in Section 4 shall not commence until the later of the two taxable years; and provided further that the general release agreement and any accompanying separation agreement shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Agreement.

6. Executive Covenants . Executive acknowledges that the covenants contained in Section 6 of this Agreement survive the termination of the Term and that the consideration noted in Section 2, as well as Executive’s employment, is sufficient compensation for such covenants. For purposes of this Section 6, “Company” means the Company and its subsidiaries, parent companies, including Inland REIT prior a Triggering Event and affiliated companies.

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(a) Nondisclosure of Confidential Information . “ Confidential Information ” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

(b) Return of Company Property . Promptly following the end of the Term, or at any time at the request of the Company, Executive will return to Company all Confidential Information, physical property of the Company and any information relating to the clients or customers of the Company that Executive may possess or have under his control, together with all copies thereof, including but not limited to company hardware, records, memoranda, notes, plans, reports, computer tapes, software and other documents and data containing confidential information.

(c) Noncompetition . Except on behalf of the Company, Executive acknowledges and agrees that during the Term and for 12 months following the termination of his employment by him for any reason or no reason or by the Company for Cause, Executive will not directly or indirectly engage in or associate with (including, without limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), any

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person or entity engaged in the business of operating or managing real estate investment trusts or purchasing or selling lodging properties anywhere in the United States (a “ Competing Business ”), provided that Executive may own or manage, or participate in the ownership or management of, any entity that he owned or managed, or participated in the ownership or management of, prior to the Start Date, which ownership, management or participation has been disclosed in writing to the Company on or prior to the date hereof; and provided, further, that Executive may own, directly or indirectly, up to one percent (1%) of any class of “publicly traded securities” of any entity that is a Competing Business. For the purposes of this Section 6(c), “publicly traded securities” shall mean securities that are traded on a national securities exchange. Notwithstanding the foregoing, Executive shall no longer be subject to the terms of this Section 6(c) from and following the occurrence of a Change in Control with respect to any period following the termination of his employment with the Company.

(d) Employee and Independent Contractor Nonsolicitation and Noninterference . During the Term and for 3 years following termination of Executive’s employment for any reason or no reason by either the Company or Executive, Executive will not, directly or indirectly (i) recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or independent contractor of the Company or any former employee who was employed by the Company within the prior six (6) months, for employment or engagement with an entity other than the Company, or (ii) entice or attempt to persuade the Company’s then-current employee or independent contractor to leave employment or engagement with the Company.

(e) Nondisparagement . Executive shall not make, and the Company shall instruct each member of the Board and each executive officer of Inland REIT and the Company not to make, or cause to be made, during the Term and at all times thereafter, any statement or communicate any information (whether oral or written) that disparages the Company or Executive, respectively, including, with respect to Executive’s obligations, the Company’s subsidiaries or parent companies or any of their respective officers, directors, board members, investors, shareholders, agents or employees.

(f) Reasonableness . Executive acknowledges that the provisions contained in this Section 6 are reasonable and necessary to protect the Company’s interests in its good will, business relationships, and confidential information and that the Company will suffer substantial harm if Executive engages in any of the prohibited activities. Executive warrants that no provision of this Section 6 will work to prevent Executive from earning a living.

(g) Enforcement . It is the desire and intent of the parties hereto that the provisions of Section 6 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section 6 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section 6. The Company shall be entitled to all rights and remedies as set forth in this Section 6 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section 6 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section 6.

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7. Parachute Payment Limitations . Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company (collectively, the “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and would thereby subject Executive to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 7 shall apply. If the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, as determined by Executive in his sole discretion, the amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). In the event Executive receives reduced payments and benefits as a result of application of this Section 7, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A of the Code and that are due at the latest future date.

8. Recoupment . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges that he will be subject to recoupment policies adopted by the Company pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Shares of the Company may be listed.

9. Tax Withholding . Executive shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Executive under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent Inland Management determines is required to be withheld pursuant to applicable law or regulation.

10. Section 409A of the Internal Revenue Code . It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses

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eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

11. Definitions . For the purposes of this Agreement, the following terms shall be defined as set forth below:

(a) “ Affiliate ” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

(b) “ Board ” means the board of directors of the Inland REIT prior to a Triggering Event and the board of directors of Inland Lodging or its successor on and after a Triggering Event.

(c) “ Cause ” means any of the following:

(i) the willful fraud or material dishonesty of Executive in connection with the performance of Executive’s duties to the Company;

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(ii) the deliberate or intentional failure by Executive to substantially perform Executive’s duties to the Company (other than the Executive’s failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason) after a written notice is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes the Executive has not substantially performed his duties.;

(iii) willful misconduct by Executive that is materially detrimental to the reputation, goodwill or business operations of the Company or any Affiliate;

(iv) willful disclosure of the Company’s Confidential Information or trade secrets;

(v) a breach of Section 6(a), (b), (c) or (d) or Section 18 of this Agreement; or

(vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral turpitude by Executive.

For purposes of this Section, no act or failure to act will be considered “willful,” unless it is done or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(d) “ Change in Control ” means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Qualified Event shall not constitute a Change in Control:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), other than Inland Lodging or an Affiliate thereof or a Company or Inland REIT employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Inland Lodging or the Inland REIT representing thirty percent (30%) or more of the combined voting power of Inland Lodging’s or the Inland REIT’s, as applicable, then outstanding securities entitled to vote generally in the election of directors;

(ii) a merger, reverse merger or other business combination or consolidation of Inland Lodging or the Inland REIT or any direct or indirect subsidiary of Inland Lodging or the Inland REIT, as applicable with any other corporation other than an Affiliate of Inland Lodging, other than a merger or consolidation which would result in the voting securities of Inland Lodging or the Inland REIT, as applicable outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Inland Lodging or the Inland REIT, as applicable, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation;

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(iii) a majority of the members of the Board in effect at the time of a Qualified Event is replaced during any 12 month period after the Qualified Event by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or

(iv) a person (or group), other than an Affiliate of Inland Lodging, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of Inland Lodging immediately prior to such acquisition.

(e) “ Disabled ” has the same meaning as provided in the long-term disability plan or policy maintained by Inland Management or Inland REIT, whichever entity maintains such plan or policy and if both maintain such a plan or policy, then the plan or policy of Inland Management. If no such disability plan or policy is maintained by Inland Management or Inland REIT, Disabled means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If the Executive disputes Inland Management’s determination of Disability, the Executive (or his designated physician) and Inland Management (or its designated physician) shall jointly appoint a third party physician to examine Executive and determine whether the Executive is Disabled.

(f) “ Fair Market Value ” means, as of any particular date, the value of the Share Units or Shares as determined by the Board in good faith, which valuation will be provided to Executive in conjunction with the Board’s determination, provided that (i) prior to a Qualified Event, “Fair Market Value” of a Share or Share Unit shall be determined by reference to the valuation performed by Real Globe Advisors, LLC (“ Real Globe ”) as of December 31, 2013, or such other subsequent similar valuation report performed by Real Globe or other third party advisory firm engaged by the Board to estimate the value of a Share Unit or Share on a fully diluted basis, using methodologies and assumptions substantially similar to those used in prior valuations and (ii) if Shares are admitted to trading on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange, “Fair Market Value” of a Share on any such date shall be the closing price reported for such Share on such exchange on the last date preceding such date on which a sale was reported.

(g) “ Good Reason ” means (i) a material diminution of Executive’s Base Salary, Target Bonus, grants of Share Units as set forth in Section 2(c) (other than adjustments to Share Units as described in Section 2(c)(iii) of this Agreement) or other annual incentive compensation opportunities; (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that dispositions or transfers of assets between the Company and one or more Affiliates (up to a maximum of fifty-four (54) select service hotels) that are contemplated by the Board as of the execution of this Agreement shall not be considered a reduction in the Executive’s authority, duties or responsibility for purposes of this clause (ii); (iii) a requirement that Executive report to anyone other than (a) the highest level executive officer or the Board of the Inland REIT prior to a Triggering Event or (b) after a Triggering Event, the Board of Inland Lodging or the successor company if Inland Lodging is not a surviving entity of the Triggering Event; (iv) Executive being required to relocate his principal

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place of employment with Inland Management more than 50 miles from his principal place of employment as of the date of this Agreement, it being understood that Executive may be required to travel frequently in connection with his position as set forth herein and that prolonged periods away from Executive’s principal residence shall not constitute Good Reason; or (v) failure of any successor to the Company following a Change in Control, as defined in Section 11(d) of this Agreement, to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company’s receipt of such notice (“ Correction Period ”), and (C) Executive terminates his employment no later than thirty (30) days following the Correction Period.

(h) “ Qualified Event ” means any of the following: (i) a straight listing of Shares on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; (ii) an underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time, which Shares are approved for listing or quotation on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; or (iii) a reverse merger of Inland Lodging into an existing publicly held company or its acquisition subsidiary, resulting in the Shares first becoming listed on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange.

(i) “ Shares ” means shares of the common stock of Inland Lodging and any successor security or interest.

(j) “ Share Units ” means notional units of Inland Lodging. Prior to any issuance of any Shares upon the vesting of a Share Unit, a Share Unit shall not comprise or convey to the Executive any right, title or interest in actual ownership of Inland Lodging or any Shares.

(k) “ Triggering Event ” means the first occurrence after the date of this Agreement of a Change in Control or a Qualified Event.

12. Indemnification . The Executive shall be entitled to indemnification by the Company or Inland REIT consistent with the terms of the Company’s or Inland REIT’s bylaws or equivalent organizational documents or indemnification policies in effect from time to time; provided, however, that the Company or Inland REIT shall not be required to pay any amounts under any such indemnification policy except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as are ultimately determined by a final judgment of a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company or Inland REIT. Executive will also be covered under the Company’s or Inland REIT’s directors and officers insurance policy, if any, pursuant to the terms of such policy for so long as the Company or Inland REIT maintains such coverage for any director or officer of the Company. The Company’s and Inland REIT’s obligations under this Section will survive termination or expiration of this Agreement and any termination of Executive’s employment with the Company for any reason, subject to the terms of the applicable policy as may be in effect at the Company or Inland REIT.

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13. Successors and Assigns . This Agreement and all rights hereunder are personal to Executive and shall not be assignable by Executive; provided, however, that any amounts that shall have become payable under this Agreement prior to Executive’s death shall inure to the benefit of Executive’s heirs or other legal representatives, as the case may be. This Agreement shall be binding upon and inure to the benefit of the Company’s successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company’s assets and business.

14. Blue-Penciling; Severability . In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and enforceable to the extent compatible with the applicable law. If such provision cannot be modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.

15. Amendment . This Agreement may not be amended orally; it may only be amended in a writing signed by Executive and a duly authorized representative of the Company.

16. Notices . Any notices to be given under this Agreement may be made by personal delivery, e-mail, or recognized overnight courier. Notice by personal delivery or courier will be deemed made on the date of actual receipt.

Notice to the Company shall be addressed to:

Scott Wilton

Secretary and General Counsel, Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, IL 60523

With a copy to:

Skadden Arps Slate Meagher & Flom LLP

155 N. Wacker Drive

Chicago, IL 60606-1720

Attention: Rodd Schreiber

FordHarrison LLP

100 Park Avenue

New York, New York 10017

Attention: Stephen Zweig

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Notice to Executive shall be addressed to Executive at the home address most recently provided to the Company.

17. Governing Law . This Agreement shall be governed by and enforceable in accordance with the laws of the State of Delaware as applicable to contracts executed and performed within such state, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

18. Arbitration .

(a) The Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims related in any way to Executive’s relationship with the Company and its parents and affiliates, including, but not limited to, any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability); any dispute, controversy or claim arising out of or relating to this Agreement or the breach of this agreement; and any dispute as to the arbitrability of a matter under this Agreement (collectively, “ Claims ”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement.

(b) All Claims shall be resolved exclusively by arbitration administered by JAMS under its Employment Arbitration Rules and Procedures then in effect (the “ JAMS Rules ”). Notwithstanding the foregoing, the Company and Executive shall have the right to (i) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, or (ii) interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules, in each case to prevent any violation of this Agreement. The Company and Executive must notify the other party in writing of a request to arbitrate any Claims within the same statute of limitations period applicable to such Claims.

(c) Any arbitration proceeding brought under this Agreement shall be conducted before one arbitrator in DuPage County, Illinois, or such other location to which the parties mutually agree. The arbitrator shall be selected in accordance with the JAMS Rules, provided that the arbitrator shall be an attorney with significant experience in employment matters. Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all costs and fees that Executive would not otherwise have been subject to paying if the claim had been resolved in a court of law and, to the extent required by applicable law for this arbitration provision to be enforceable, the Company shall reimburse Executive for any reasonable travel expenses incurred by Executive in connection with Executive’s travel to Illinois for any arbitration proceedings. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, special and punitive damages, injunctive relief, costs and attorney fees; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law, and the arbitrators shall be required to follow the laws of the State of Delaware consistent with Section 17 of this Agreement.

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(d) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(e) It is part of the essence of this Agreement that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

19. Captions and Headings . Captions and paragraph headings are for convenience only, are not a part of this Agreement, and shall not be used to construe any provision of this Agreement.

20. Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but both of which when taken together shall constitute one Agreement. Signatures may be exchanged by facsimile or email.

21. Survival . The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b) and (c), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and agrees that Executive’s obligations under Section 6 of this Agreement shall survive the cessation of Executive’s employment with the Company for whatever reason.

22. Entire Agreement . This Agreement sets forth the entire agreement between the Company (or any of its affiliates) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any of its affiliates) and Executive, including, for the avoidance of doubt, that certain Employment Agreement entered into as of February 13, 2009, by and between Executive and Inland American Business Manager & Advisor, Inc., which agreement shall terminate in its entirety automatically upon execution of this Agreement. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the other party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.

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IN WITNESS WHEREOF , the Company and Executive have executed this Agreement on the date first written above.

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “ Agreement ”), dated as of July 1, 2014, is entered into by and among IA Lodging Group, Inc. (“ Inland Lodging ”), IA Lodging Management LLC (“ Inland Management ” and together with Inland Lodging, the “ Company ”) and Barry A.N. Bloom (“ Executive ”).

RECITALS:

WHEREAS , Inland Management desires to employ Executive in the position of Executive Vice President and Chief Operating Officer; and

WHEREAS , this Agreement sets forth the terms and conditions of the employment relationship between the Company and Executive.

NOW, THEREFORE , in consideration of the covenants herein contained and the employment of Executive and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Start Date; Position . The Company will employ Executive as Executive Vice President and Chief Operating Officer, beginning on or about February 1, 2014 (the actual first day of active employment being, the “ Start Date ”). The principal location of Executive’s employment shall be at the Company’s office located in Orlando, Florida, although Executive understands and agrees that he will be required to travel from time to time for business reasons. Executive agrees to devote his full working time and attention to the Company and to act at all times in the best interests of the Company. Executive will have such duties, responsibilities and authority as are consistent with his position. Executive shall report to the Chief Executive Officer of Inland Lodging. Executive agrees to perform his duties and responsibilities to the Company faithfully, competently, diligently and to the best of his ability, and subject to, and in accordance with, all of the policies, rules and regulations from time to time applicable to employees of the Company or Inland American Real Estate Trust, Inc. (“ Inland REIT ”). Executive further agrees to execute any additional documents as the Company or Inland REIT may from time to time request him and other similarly situated executives to sign regarding such policies, rules and regulations of the Company or Inland REIT, provided that any such additional documents shall not be inconsistent with the terms of this Agreement.

2. Compensation and Benefits .

(a) Base Salary . During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $435,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “ Base Salary ”). Executive’s Base Salary will be payable in accordance with the Inland REIT’s normal payroll practices prior to a Triggering Event and the Company’s normal payroll practices following a Triggering Event.

(b) Annual Performance Bonus . For the period from January 1, 2014 through December 31, 2014 and during each subsequent twelve (12)-month period while Executive remains employed with the Company (each, a “ Performance Period ”), Executive will be eligible to receive an annual performance bonus award payable in cash in an amount determined by the Board, or a committee thereof, based upon the achievement of performance criteria mutually agreed upon by the Board and Executive with respect to such twelve (12)-month period (the “ Annual Bonus ”). The bonus program to be established by the Board will include threshold, target and maximum levels. Executive will be eligible to receive an annual target bonus no less than ninety percent (90%) of his Base Salary (“ Target Bonus ”) with threshold and maximum bonus levels to be determined on an annual basis, with the actual bonus that becomes payable to be based on the actual achievement of the applicable performance criteria as determined by the Board or a committee thereof. In the event of the occurrence of a Triggering Event during a Performance Period, Executive will be eligible to receive an Annual Bonus equal to the target Annual Bonus for the year in which the Triggering Event occurs, pro-rated for the portion of the Performance Period that elapsed prior to the occurrence of the Triggering Event. Any Annual Bonus shall be paid to Executive in a lump sum as soon as reasonably practicable, but in no event later than March 15, following the end of the applicable fiscal year.

(c) Equity Compensation – Long Term Incentives .

(i) Annual Long-Term Incentive Award . Upon execution of this Agreement, Executive will be granted within thirty (30) days of the date of this Agreement (the “ Initial Share Unit Grant Date ”) and subject to subsection (iii) below, an award of 87,000 units (“ Share Units ”) having an aggregate value equal to $870,000, and in each subsequent calendar year after execution of this Agreement, and no later than March 15 of that year, Executive will be granted an award of a number of Share Units having an aggregate value equal to no less than 200% of Executive’s Base Salary in that year (together, the “ Annual Grant Share Units ”, and the date of each such grant, together with the Initial Share Unit Grant Date, the “ Annual Share Unit Grant Date ”), with the number of Share Units subject to each subsequent year grant determined by dividing such amount by the Fair Market Value of a Share Unit on the date of grant. The Annual Grant Share Units will vest and settle on the later to occur of (i) the date there first occurs a Triggering Event and (ii) the third anniversary of the Initial Share Unit Grant Date or the Annual Share Unit Grant Date, as applicable, subject to Executive’s continued employment through the applicable settlement date, provided that, in no event will the Annual Grant Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Initial Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event to occur is a Qualified Event, the Annual Grant Share Units will be settled in Shares (for that number of Shares having an aggregate value on the applicable settlement date equal to the Fair Market Value of the Annual Grant Share Units on the applicable settlement date) and (b) in the event the Triggering Event to occur is a Change in Control, the Annual Grant Share Units will be settled in cash in an amount equal to the aggregate Fair Market Value of the Annual Grant Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Annual Grant Share Units are converted into share units or other form of equity award of such acquiring entity at the time of the Change in Control, then the Annual Grant Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing,

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if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, following the occurrence of a Triggering Event or during the Pre-CIC Period (as defined in Section 4), to the extent not already vested, the Annual Grant Share Units will vest in full and be settled on the date of such termination.

Notwithstanding anything to the contrary in this Agreement, prior to a Triggering Event, if a portion of the real estate portfolio of Inland Lodging is listed on a public exchange, merged into another company, or sold, the Board shall consider vesting Executive with and settlement of a portion of the Share Units described in this Section 2(c)(i) and any subsequent awards granted pursuant to the applicable equity incentive plan of the Company on the date of the listing or consummation of merger or sale as applicable.

(ii) Triggering Event Contingency Award . Upon execution of this Agreement by both parties, Executive will be granted within thirty (30) days of the date of this Agreement (the actual date of grant, the “ Contingency Share Unit Grant Date ”), and subject to subsection (iii) below, 87,000 Share Units having an aggregate value equal to $870,000 (the “ Contingency Share Units ”). With regard to vesting (i) if the Triggering Event is a Qualified Event, the Contingency Share Units will vest and settle in three equal installments on each of the first three anniversaries of the Triggering Event, subject to Executive’s continued employment through each such anniversary date and (ii) if the Triggering Event is a Change in Control, 100% of the Contingency Share Units will vest and settle on the one-year anniversary of the Triggering Event, subject to Executive’s continued employment through such one-year anniversary date of the Change in Control, provided that, in no event will the Contingency Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Contingency Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event is a Qualified Event, the Contingency Share Units will be settled in Shares (for that number of Shares having an aggregate value equal to the Fair Market Value of the Contingency Share Units) on the applicable settlement date and (b) in the event the Triggering Event is a Change in Control, the Contingency Share Units will be settled in cash in an amount equal to the Fair Market Value of the Contingency Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Contingency Share Units are converted into share units or other form or equity award of such acquiring entity at the time of the Change in Control, then the Contingency Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing, if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, in either case, following the occurrence of a Triggering Event or during the Pre-CIC Period, to the extent not already vested, the Contingency Share Units will vest in full and be settled on the date of such termination.

(iii) Notwithstanding anything to the contrary in this Agreement, the number of Share Units granted to Executive as set forth in this Section 2(c) shall be subject to adjustments as determined necessary by the Board to prevent dilution or enlargement of value as a result of intercompany transfers of cash or assets between Inland Lodging and one or more of its Affiliates for no consideration or other such similar transactions.

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(iv) After a Qualified Event, each grant of Share Units under subsections 2(c)(i) and (ii) above will provide for accrual of dividend equivalents until the settlement date of the Share Units. As of each dividend date with respect to shares of common stock of Inland Lodging (“ Common Stock ”), a dollar amount shall accrue to Executive equal to the amount of the dividend that would have been paid on the number of shares of Common Stock that would have been held by the Executive as of the close of business on the record date for such dividend had such Share Units been converted on such date into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. In the case of any dividend declared on shares of Common Stock that is payable in shares of Common Stock, Executive will be credited with an additional number of Share Units equal to the number having a Fair Market Value equal to the Fair Market Value of the shares of Common Stock (including any fraction thereof) that would have been distributable to Executive as a dividend had his Share Units been converted into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. No dividend equivalents shall be paid out to Executive unless and until the Share Units to which the dividend equivalents relate have become vested and settled.

(d) Employee Benefits . Executive is also eligible for the benefit plans and employment policies offered by Inland Management, or by Inland REIT prior to a Triggering Event, to other senior level executives, under the same terms and conditions offered to senior level executives, subject to and on a basis consistent with the terms, conditions, and overall administration of such benefit plans. During the Term, Executive will accrue vacation with pay at an annual accrual rate consistent with Inland Management’s or Inland REIT’s policy in effect from time to time.

(e) Reservation of Rights . Notwithstanding the foregoing, Inland Management following a Triggering Event, or Inland REIT prior to a Triggering Event, may change, amend, or discontinue any employee benefit plans and policies at any time in its sole discretion.

(f) Business Expenses . The Company shall reimburse Executive for reasonable business expenses incurred by Executive on Company business, pursuant to Inland Management’s following a Triggering Event, or Inland REIT’s prior to a Triggering Event, standard expense reimbursement policy as in effect from time to time.

3. Term; Termination of Employment . The term of this Agreement (the “ Term ”) begins on the Start Date and will end, along with Executive’s employment with Inland Management, on the earliest to occur of the following events.

(a) Notice by Executive . Executive can terminate his employment and the Term with Good Reason in accordance with the notice requirement under the definition of Good Reason under Section 11(g) of this Agreement or without Good Reason by providing 60 days advance written notice to the Company of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. The Company can elect, in its sole discretion, to have Executive continue to provide services to the Company during some, all or none of such notice period and can elect, in its sole discretion, whether such services will be performed on or off Company premises.

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(b) Notice by the Company without Cause . Inland Management can terminate Executive’s employment and the Term without Cause by providing 60 days’ advance written notice to Executive of such intent, with the last day of Executive’s employment being the end of such 60- day notice period. At Inland Management’s option, it may place Executive on a paid leave of absence for all or part of such notice period.

(c) Termination For Cause . Inland Management can terminate Executive’s employment and the Term immediately upon notice to him if such termination of employment is for Cause.

(d) Other Reasons . Executive’s employment and the Term will be terminated upon Executive’s death or Executive becoming Disabled.

(e) Certain Payments . Upon Executive’s termination of employment for any reason, the Company will pay to Executive (a) Executive’s earned but unpaid Base Salary through the effective date of the termination and (b) any other amounts due to Executive from the Company or any of its Affiliates thereof as of the effective date of the termination, such as approved, unreimbursed business expenses and accrued and unused vacation. Executive’s participation in employee benefit plans of Inland Management or Inland REIT will be governed by the terms of those plans then in effect.

4. Severance .

(a) Termination Without Cause or Resignation for Good Reason other than during the Pre-CIC Period or within 24 months Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is not within the period of time between the signing of a definitive agreement that, if consummated, would constitute a Change in Control and the consummation of such Change in Control (the “ Pre-CIC Period ”) or the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a payment in an amount equal to 1.5 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such amounts will be payable over a period of 12 months in equal installments in accordance with Inland Management’s or Inland REIT’s normal payroll practices, commencing within sixty (60) days following Executive’s separation from service.

(b) Termination Without Cause or Resignation for Good Reason during the Pre-CIC Period or Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is during the Pre-CIC Period or within the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to 2 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within the later of sixty (60) days following Executive’s separation from service or 30 days following the date of the Change in Control.

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(c) Benefit Continuation . If Executive is entitled to severance payments under either Section 4(a) or 4(b) hereof, the Company shall, at the Company’s expense, for a period of 18 months (the “ Benefit Continuation Period ”), provide medical insurance benefit coverage in coordination with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) by reimbursing Executive for the applicable coverage premiums, provided that (i) Executive completes and timely files all necessary COBRA election documentation, which will be sent to Executive after the last day of employment and (ii) Executive continues to make all required premium payments required by COBRA. In the event such premium payment reimbursements by the Company, by reason of change in the applicable law, may, in the reasonable view of the Company, result in tax or other penalties on the Company, this provision shall terminate and Executive and the Company shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent Executive becomes eligible for substantially similar medical insurance benefits during the applicable Benefit Continuation Period (and any such benefits received by, or made available to, Executive shall be reported to the Company by Executive).

5. Conditions to Receiving Severance . The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive signing, returning to Inland Management and not revoking, a general release agreement, in a form of agreement generally used by Inland Management for such purposes, releasing the Company, Inland REIT and their affiliates from any and all claims Executive may have arising out of Executive’s employment, or termination thereof (the “ Release Agreement ”) and such Release Agreement becoming effective no later than fifty-five (55) days following Executive’s termination of employment; provided, however, that in the event such fifty-five (55) day period straddles two taxable years, the payments described in Section 4 shall not commence until the later of the two taxable years; and provided further that the general release agreement and any accompanying separation agreement shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Agreement.

6 . Executive Covenants . Executive acknowledges that the covenants contained in Section 6 of this Agreement survive the termination of the Term and that the consideration noted in Section 2, as well as Executive’s employment, is sufficient compensation for such covenants. For purposes of this Section 6, “Company” means the Company and its subsidiaries, parent companies, including Inland REIT prior a Triggering Event and affiliated companies.

(a) Nondisclosure of Confidential Information . “ Confidential Information ” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other

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format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

(b) Return of Company Property . Promptly following the end of the Term, or at any time at the request of the Company, Executive will return to Company all Confidential Information, physical property of the Company and any information relating to the clients or customers of the Company that Executive may possess or have under his control, together with all copies thereof, including but not limited to company hardware, records, memoranda, notes, plans, reports, computer tapes, software and other documents and data containing confidential information.

(c) Noncompetition . Except on behalf of the Company, Executive acknowledges and agrees that during the Term and for 12 months following the termination of his employment by him for any reason or no reason or by the Company for Cause, Executive will not directly or indirectly engage in or associate with (including, without limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), any person or entity engaged in the business of operating or managing real estate investment trusts or purchasing or selling lodging properties anywhere in the United States (a “ Competing Business ”), provided that Executive may own or manage, or participate in the ownership or management of, any entity that he owned or managed, or participated in the ownership or management of, prior to the Start Date, which ownership, management or participation has been disclosed in writing to the Company on or prior to the date hereof; and provided, further, that Executive may own, directly or indirectly, up to one percent (1%) of any class of “publicly traded securities” of any entity that is a Competing Business. For the purposes of this Section 6(c), “publicly traded securities” shall mean securities that are traded on a national securities exchange. Notwithstanding the foregoing, Executive shall no longer be subject to the terms of this Section 6(c) from and following the occurrence of a Change in Control with respect to any period following the termination of his employment with the Company.

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(d) Employee and Independent Contractor Nonsolicitation and Noninterference . During the Term and for 3 years following termination of Executive’s employment for any reason or no reason by either the Company or Executive, Executive will not, directly or indirectly (i) recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or independent contractor of the Company or any former employee who was employed by the Company within the prior six (6) months, for employment or engagement with an entity other than the Company, or (ii) entice or attempt to persuade the Company’s then-current employee or independent contractor to leave employment or engagement with the Company.

(e) Nondisparagement . Executive shall not make, and the Company shall instruct each member of the Board and each executive officer of Inland REIT and the Company not to make, or cause to be made, during the Term and at all times thereafter, any statement or communicate any information (whether oral or written) that disparages the Company or Executive, respectively, including, with respect to Executive’s obligations, the Company’s subsidiaries or parent companies or any of their respective officers, directors, board members, investors, shareholders, agents or employees.

(f) Reasonableness . Executive acknowledges that the provisions contained in this Section 6 are reasonable and necessary to protect the Company’s interests in its good will, business relationships, and confidential information and that the Company will suffer substantial harm if Executive engages in any of the prohibited activities. Executive warrants that no provision of this Section 6 will work to prevent Executive from earning a living.

(g) Enforcement . It is the desire and intent of the parties hereto that the provisions of Section 6 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section 6 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section 6. The Company shall be entitled to all rights and remedies as set forth in this Section 6 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section 6 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section 6.

7. Parachute Payment Limitations . Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company (collectively, the “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and would thereby subject Executive to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 7 shall apply. If the aggregate present value (as determined for

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purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, as determined by Executive in his sole discretion, the amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). In the event Executive receives reduced payments and benefits as a result of application of this Section 7, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A of the Code and that are due at the latest future date.

8. Recoupment . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges that he will be subject to recoupment policies adopted by the Company pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Shares of the Company may be listed.

9. Tax Withholding . Executive shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Executive under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent Inland Management determines is required to be withheld pursuant to applicable law or regulation.

10. Section 409A of the Internal Revenue Code . It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have

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incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

11. Definitions . For the purposes of this Agreement, the following terms shall be defined as set forth below:

(a) “ Affiliate ” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

(b) “ Board ” means the board of directors of the Inland REIT prior to a Triggering Event and the board of directors of Inland Lodging or its successor on and after a Triggering Event.

(c) “ Cause ” means any of the following:

(i) the willful fraud or material dishonesty of Executive in connection with the performance of Executive’s duties to the Company;

(ii) the deliberate or intentional failure by Executive to substantially perform Executive’s duties to the Company (other than the Executive’s failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason) after a written notice is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes the Executive has not substantially performed his duties.;

(iii) willful misconduct by Executive that is materially detrimental to the reputation, goodwill or business operations of the Company or any Affiliate;

(iv) willful disclosure of the Company’s Confidential Information or trade secrets;

(v) a breach of Section 6(a), (b), (c) or (d) or Section 18 of this Agreement; or

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(vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral turpitude by Executive.

For purposes of this Section, no act or failure to act will be considered “willful,” unless it is done or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(d) “ Change in Control ” means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Qualified Event shall not constitute a Change in Control:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), other than Inland Lodging or an Affiliate thereof or a Company or Inland REIT employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Inland Lodging or the Inland REIT representing thirty percent (30%) or more of the combined voting power of Inland Lodging’s or the Inland REIT’s, as applicable, then outstanding securities entitled to vote generally in the election of directors;

(ii) a merger, reverse merger or other business combination or consolidation of Inland Lodging or the Inland REIT or any direct or indirect subsidiary of Inland Lodging or the Inland REIT, as applicable with any other corporation other than an Affiliate of Inland Lodging, other than a merger or consolidation which would result in the voting securities of Inland Lodging or the Inland REIT, as applicable outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Inland Lodging or the Inland REIT, as applicable, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation;

(iii) a majority of the members of the Board in effect at the time of a Qualified Event is replaced during any 12 month period after the Qualified Event by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or

(iv) a person (or group), other than an Affiliate of Inland Lodging, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of Inland Lodging immediately prior to such acquisition.

(e) “ Disabled ” has the same meaning as provided in the long-term disability plan or policy maintained by Inland Management or Inland REIT, whichever entity maintains such plan or policy and if both maintain such a plan or policy, then the plan or policy of Inland Management. If no such disability plan or policy is maintained by Inland Management

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or Inland REIT, Disabled means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If the Executive disputes Inland Management’s determination of Disability, the Executive (or his designated physician) and Inland Management (or its designated physician) shall jointly appoint a third party physician to examine Executive and determine whether the Executive is Disabled.

(f) “ Fair Market Value ” means, as of any particular date, the value of the Share Units or Shares as determined by the Board in good faith, which valuation will be provided to Executive in conjunction with the Board’s determination, provided that (i) prior to a Qualified Event, “Fair Market Value” of a Share or Share Unit shall be determined by reference to the valuation performed by Real Globe Advisors, LLC (“ Real Globe ”) as of December 31, 2013, or such other subsequent similar valuation report performed by Real Globe or other third party advisory firm engaged by the Board to estimate the value of a Share Unit or Share on a fully diluted basis, using methodologies and assumptions substantially similar to those used in prior valuations and (ii) if Shares are admitted to trading on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange, “Fair Market Value” of a Share on any such date shall be the closing price reported for such Share on such exchange on the last date preceding such date on which a sale was reported.

(g) “ Good Reason ” means (i) a material diminution of Executive’s Base Salary, Target Bonus, grants of Share Units as set forth in Section 2(c) (other than adjustments to Share Units as described in Section 2(c)(iii) of this Agreement) or other annual incentive compensation opportunities; (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that dispositions or transfers of assets between the Company and one or more Affiliates (up to a maximum of fifty-four (54) select service hotels) that are contemplated by the Board as of the execution of this Agreement shall not be considered a reduction in the Executive’s authority, duties or responsibility for purposes of this clause (ii); (iii) a requirement that Executive report to anyone other than the Chief Executive Officer of Inland Lodging or the Board; (iv) Executive being required to relocate his principal place of employment with Inland Management more than 50 miles from his principal place of employment as of the date of this Agreement, it being understood that Executive may be required to travel frequently in connection with his position as set forth herein and that prolonged periods away from Executive’s principal residence shall not constitute Good Reason; or (v) failure of any successor to the Company following a Change in Control, as defined in Section 11(d) of this Agreement, to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company’s receipt of such notice (“ Correction Period ”), and (C) Executive terminates his employment no later than thirty (30) days following the Correction Period.

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(h) “ Qualified Event ” means any of the following: (i) a straight listing of Shares on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; (ii) an underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time, which Shares are approved for listing or quotation on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; or (iii) a reverse merger of Inland Lodging into an existing publicly held company or its acquisition subsidiary, resulting in the Shares first becoming listed on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange.

(i) “ Shares ” means shares of the common stock of Inland Lodging and any successor security or interest.

(j) “ Share Units ” means notional units of Inland Lodging. Prior to any issuance of any Shares upon the vesting of a Share Unit, a Share Unit shall not comprise or convey to the Executive any right, title or interest in actual ownership of Inland Lodging or any Shares.

(k) “ Triggering Event ” means the first occurrence after the date of this Agreement of a Change in Control or a Qualified Event.

12. Indemnification . The Executive shall be entitled to indemnification by the Company or Inland REIT consistent with the terms of the Company’s or Inland REIT’s bylaws or equivalent organizational documents or indemnification policies in effect from time to time; provided, however, that the Company or Inland REIT shall not be required to pay any amounts under any such indemnification policy except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as are ultimately determined by a final judgment of a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company or Inland REIT. Executive will also be covered under the Company’s or Inland REIT’s directors and officers insurance policy, if any, pursuant to the terms of such policy for so long as the Company or Inland REIT maintains such coverage for any director or officer of the Company. The Company’s and Inland REIT’s obligations under this Section will survive termination or expiration of this Agreement and any termination of Executive’s employment with the Company for any reason, subject to the terms of the applicable policy as may be in effect at the Company or Inland REIT.

13. Successors and Assigns . This Agreement and all rights hereunder are personal to Executive and shall not be assignable by Executive; provided, however, that any amounts that shall have become payable under this Agreement prior to Executive’s death shall inure to the benefit of Executive’s heirs or other legal representatives, as the case may be. This Agreement shall be binding upon and inure to the benefit of the Company’s successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company’s assets and business.

14. Blue-Penciling; Severability . In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and

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enforceable to the extent compatible with the applicable law. If such provision cannot be modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.

15. Amendment . This Agreement may not be amended orally; it may only be amended in a writing signed by Executive and a duly authorized representative of the Company.

16. Notices . Any notices to be given under this Agreement may be made by personal delivery, e-mail, or recognized overnight courier. Notice by personal delivery or courier will be deemed made on the date of actual receipt.

Notice to the Company shall be addressed to:

Scott Wilton

Secretary and General Counsel, Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, IL 60523

With a copy to:

Skadden Arps Slate Meagher & Flom LLP

155 N. Wacker Drive

Chicago, IL 60606-1720

Attention: Rodd Schreiber

Notice to Executive shall be addressed to Executive at the home address most recently provided to the Company.

17. Governing Law . This Agreement shall be governed by and enforceable in accordance with the laws of the State of Delaware as applicable to contracts executed and performed within such state, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

18. Arbitration .

(a) The Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims related in any way to Executive’s relationship with the Company and its parents and affiliates, including, but not limited to, any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability); any dispute, controversy or claim arising out of or relating to this Agreement or the breach of this agreement; and any dispute as to the arbitrability of a matter under this Agreement (collectively, “ Claims ”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement.

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(b) All Claims shall be resolved exclusively by arbitration administered by JAMS under its Employment Arbitration Rules and Procedures then in effect (the “ JAMS Rules ”). Notwithstanding the foregoing, the Company and Executive shall have the right to (i) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, or (ii) interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules, in each case to prevent any violation of this Agreement. The Company and Executive must notify the other party in writing of a request to arbitrate any Claims within the same statute of limitations period applicable to such Claims.

(c) Any arbitration proceeding brought under this Agreement shall be conducted before one arbitrator in DuPage County, Illinois, or such other location to which the parties mutually agree. The arbitrator shall be selected in accordance with the JAMS Rules, provided that the arbitrator shall be an attorney with significant experience in employment matters. Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all costs and fees that Executive would not otherwise have been subject to paying if the claim had been resolved in a court of law and, to the extent required by applicable law for this arbitration provision to be enforceable, the Company shall reimburse Executive for any reasonable travel expenses incurred by Executive in connection with Executive’s travel to Illinois for any arbitration proceedings. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, special and punitive damages, injunctive relief, costs and attorney fees; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law, and the arbitrators shall be required to follow the laws of the State of Delaware consistent with Section 17 of this Agreement.

(d) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(e) It is part of the essence of this Agreement that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

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19. Captions and Headings . Captions and paragraph headings are for convenience only, are not a part of this Agreement, and shall not be used to construe any provision of this Agreement.

20. Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but both of which when taken together shall constitute one Agreement. Signatures may be exchanged by facsimile or email.

21. Survival . The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b) and (c), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and agrees that Executive’s obligations under Section 6 of this Agreement shall survive the cessation of Executive’s employment with the Company for whatever reason.

22. Entire Agreement . This Agreement sets forth the entire agreement between the Company (or any of its affiliates) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any of its affiliates) and Executive. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the other party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.

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IN WITNESS WHEREOF , the Company and Executive have executed this Agreement on the date first written above.

Exhibit 10.5

Execution Version

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “ Agreement ”), dated as of July 1, 2014, is entered into by and among IA Lodging Group, Inc. (“ Inland Lodging ”), IA Lodging Management, LLC (“ Inland Management ” and together with Inland Lodging, the “ Company ”) and Andrew J. Welch (“ Executive ”).

RECITALS:

WHEREAS , Inland Management desires to employ Executive in the position of Executive Vice President and Chief Financial Officer; and

WHEREAS , this Agreement sets forth the terms and conditions of the employment relationship between the Company and Executive.

NOW, THEREFORE , in consideration of the covenants herein contained and the employment of Executive and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Start Date; Position . The Company will employ Executive as Executive Vice President and Chief Financial Officer, beginning on or about June 1, 2014 (the actual first day of active employment being, the “ Start Date ”). The principal location of Executive’s employment shall be at the Company’s office located in Orlando, Florida, although Executive understands and agrees that he will be required to travel from time to time for business reasons. Executive agrees to devote his full working time and attention to the Company and to act at all times in the best interests of the Company. Executive will have such duties, responsibilities and authority as are consistent with his position. Executive shall report to the Chief Executive Officer of Inland Lodging. Executive agrees to perform his duties and responsibilities to the Company faithfully, competently, diligently and to the best of his ability, and subject to, and in accordance with, all of the policies, rules and regulations from time to time applicable to employees of the Company or Inland American Real Estate Trust, Inc. (“ Inland REIT ”). Executive further agrees to execute any additional documents as the Company or Inland REIT may from time to time request him and other similarly situated executives to sign regarding such policies, rules and regulations of the Company or Inland REIT, provided that any such additional documents shall not be inconsistent with the terms of this Agreement.

2. Compensation and Benefits .

(a) Base Salary . During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $400,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “ Base Salary ”). Executive’s Base Salary will be payable in accordance with the Inland REIT’s normal payroll practices prior to a Triggering Event and the Company’s normal payroll practices following a Triggering Event.

(b) Annual Performance Bonus . For the period from January 1, 2014 through December 31, 2014 and during each subsequent twelve (12)-month period while Executive remains employed with the Company (each, a “ Performance Period ”), Executive will be eligible to receive an annual performance bonus award payable in cash in an amount determined by the Board, or a committee thereof, based upon the achievement of performance criteria mutually agreed upon by the Board and Executive with respect to such twelve (12)-month period (the “ Annual Bonus ”). The bonus program to be established by the Board will include threshold, target and maximum levels. Executive will be eligible to receive an annual target bonus no less than seventy-five percent (75%) of his Base Salary (“ Target Bonus ”) with threshold and maximum bonus levels to be determined on an annual basis, with the actual bonus that becomes payable to be based on the actual achievement of the applicable performance criteria as determined by the Board or a committee thereof. In the event of the occurrence of a Triggering Event during a Performance Period, Executive will be eligible to receive an Annual Bonus equal to the target Annual Bonus for the year in which the Triggering Event occurs, pro-rated for the portion of the Performance Period that elapsed prior to the occurrence of the Triggering Event. Any Annual Bonus shall be paid to Executive in a lump sum as soon as reasonably practicable, but in no event later than March 15, following the end of the applicable fiscal year.

(c) Equity Compensation – Long Term Incentives .

(i) Annual Long-Term Incentive Award . Upon execution of this Agreement, Executive will be granted within thirty (30) days of the date of this Agreement (the “ Initial Share Unit Grant Date ”) and subject to subsection (iii) below, an award of 52,500 units (“ Share Units ”) having an aggregate value equal to $525,000, and in each subsequent calendar year after execution of this Agreement, and no later than March 15 of that year, Executive will be granted an award of a number of Share Units having an aggregate value equal to no less than 131% of Executive’s Base Salary in that year (together, the “ Annual Grant Share Units ”, and the date of each such grant, together with the Initial Share Unit Grant Date, the “ Annual Share Unit Grant Date ”), with the number of Share Units subject to each subsequent year grant determined by dividing such amount by the Fair Market Value of a Share Unit on the date of grant. The Annual Grant Share Units will vest and settle on the later to occur of (i) the date there first occurs a Triggering Event and (ii) the third anniversary of the Initial Share Unit Grant Date or the Annual Share Unit Grant Date, as applicable, subject to Executive’s continued employment through the applicable settlement date, provided that, in no event will the Annual Grant Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Initial Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event to occur is a Qualified Event, the Annual Grant Share Units will be settled in Shares (for that number of Shares having an aggregate value on the applicable settlement date equal to the Fair Market Value of the Annual Grant Share Units on the applicable settlement date) and (b) in the event the Triggering Event to occur is a Change in Control, the Annual Grant Share Units will be settled in cash in an amount equal to the aggregate Fair Market Value of the Annual Grant Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Annual Grant Share Units are converted into share units or other form of equity award of such acquiring entity at the time of the Change in Control, then the Annual Grant Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing,

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if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, following the occurrence of a Triggering Event or during the Pre-CIC Period (as defined in Section 4), to the extent not already vested, the Annual Grant Share Units will vest in full and be settled on the date of such termination.

Notwithstanding anything to the contrary in this Agreement, prior to a Triggering Event, if a portion of the real estate portfolio of Inland Lodging is listed on a public exchange, merged into another company, or sold, the Board shall consider vesting Executive with and settlement of a portion of the Share Units described in this Section 2(c)(i) and any subsequent awards granted pursuant to the applicable equity incentive plan of the Company on the date of the listing or consummation of merger or sale as applicable.

(ii) Triggering Event Contingency Award . Upon execution of this Agreement by both parties, Executive will be granted within thirty (30) days of the date of this Agreement (the actual date of grant, the “ Contingency Share Unit Grant Date ”), and subject to subsection (iii) below, 52,500 Share Units having an aggregate value equal to $525,000 (the “ Contingency Share Units ”). With regard to vesting (i) if the Triggering Event is a Qualified Event, the Contingency Share Units will vest and settle in three equal installments on each of the first three anniversaries of the Triggering Event, subject to Executive’s continued employment through each such anniversary date and (ii) if the Triggering Event is a Change in Control, 100% of the Contingency Share Units will vest and settle on the one-year anniversary of the Triggering Event, subject to Executive’s continued employment through such one-year anniversary date of the Change in Control, provided that, in no event will the Contingency Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Contingency Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event is a Qualified Event, the Contingency Share Units will be settled in Shares (for that number of Shares having an aggregate value equal to the Fair Market Value of the Contingency Share Units) on the applicable settlement date and (b) in the event the Triggering Event is a Change in Control, the Contingency Share Units will be settled in cash in an amount equal to the Fair Market Value of the Contingency Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Contingency Share Units are converted into share units or other form or equity award of such acquiring entity at the time of the Change in Control, then the Contingency Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing, if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, in either case, following the occurrence of a Triggering Event or during the Pre-CIC Period, to the extent not already vested, the Contingency Share Units will vest in full and be settled on the date of such termination.

(iii) Notwithstanding anything to the contrary in this Agreement, the number of Share Units granted to Executive as set forth in this Section 2(c) shall be subject to adjustments as determined necessary by the Board to prevent dilution or enlargement of value as a result of intercompany transfers of cash or assets between Inland Lodging and one or more of its Affiliates for no consideration or other such similar transactions.

(iv) After a Qualified Event, each grant of Share Units under subsections 2(c)(i) and (ii) above will provide for accrual of dividend equivalents until the settlement date of the Share Units. As of each dividend date with respect to shares of common

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stock of Inland Lodging (“ Common Stock ”), a dollar amount shall accrue to Executive equal to the amount of the dividend that would have been paid on the number of shares of Common Stock that would have been held by the Executive as of the close of business on the record date for such dividend had such Share Units been converted on such date into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. In the case of any dividend declared on shares of Common Stock that is payable in shares of Common Stock, Executive will be credited with an additional number of Share Units equal to the number having a Fair Market Value equal to the Fair Market Value of the shares of Common Stock (including any fraction thereof) that would have been distributable to Executive as a dividend had his Share Units been converted into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. No dividend equivalents shall be paid out to Executive unless and until the Share Units to which the dividend equivalents relate have become vested and settled.

(d) Employee Benefits . Executive is also eligible for the benefit plans and employment policies offered by Inland Management, or by Inland REIT prior to a Triggering Event, to other senior level executives, under the same terms and conditions offered to senior level executives, subject to and on a basis consistent with the terms, conditions, and overall administration of such benefit plans. During the Term, Executive will accrue vacation with pay at an annual accrual rate consistent with Inland Management’s or Inland REIT’s policy in effect from time to time.

(e) Reservation of Rights . Notwithstanding the foregoing, Inland Management following a Triggering Event, or Inland REIT prior to a Triggering Event, may change, amend, or discontinue any employee benefit plans and policies at any time in its sole discretion.

(f) Business Expenses . The Company shall reimburse Executive for reasonable business expenses incurred by Executive on Company business, pursuant to Inland Management’s following a Triggering Event, or Inland REIT’s prior to a Triggering Event, standard expense reimbursement policy as in effect from time to time.

3. Term; Termination of Employment . The term of this Agreement (the “ Term ”) begins on the Start Date and will end, along with Executive’s employment with Inland Management, on the earliest to occur of the following events.

(a) Notice by Executive . Executive can terminate his employment and the Term with Good Reason in accordance with the notice requirement under the definition of Good Reason under Section 11(g) of this Agreement or without Good Reason by providing 60 days advance written notice to the Company of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. The Company can elect, in its sole discretion, to have Executive continue to provide services to the Company during some, all or none of such notice period and can elect, in its sole discretion, whether such services will be performed on or off Company premises.

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(b) Notice by the Company without Cause . Inland Management can terminate Executive’s employment and the Term without Cause by providing 60 days’ advance written notice to Executive of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. At Inland Management’s option, it may place Executive on a paid leave of absence for all or part of such notice period.

(c) Termination For Cause . Inland Management can terminate Executive’s employment and the Term immediately upon notice to him if such termination of employment is for Cause.

(d) Other Reasons . Executive’s employment and the Term will be terminated upon Executive’s death or Executive becoming Disabled.

(e) Certain Payments . Upon Executive’s termination of employment for any reason, the Company will pay to Executive (a) Executive’s earned but unpaid Base Salary through the effective date of the termination and (b) any other amounts due to Executive from the Company or any of its Affiliates thereof as of the effective date of the termination, such as approved, unreimbursed business expenses and accrued and unused vacation. Executive’s participation in employee benefit plans of Inland Management or Inland REIT will be governed by the terms of those plans then in effect.

4. Severance .

(a) Termination Without Cause or Resignation for Good Reason other than during the Pre-CIC Period or within 24 months Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is not within the period of time between the signing of a definitive agreement that, if consummated, would constitute a Change in Control and the consummation of such Change in Control (the “ Pre-CIC Period ”) or the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a payment in an amount equal to 2 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such amounts will be payable over a period of 12 months in equal installments in accordance with Inland Management’s or Inland REIT’s normal payroll practices, commencing within sixty (60) days following Executive’s separation from service.

(b) Termination Without Cause or Resignation for Good Reason during the Pre-CIC Period or Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is during the Pre-CIC Period or within the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to 2 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within the later of sixty (60) days following Executive’s separation from service or 30 days following the date of the Change in Control.

(c) Benefit Continuation . If Executive is entitled to severance payments under either Section 4(a) or 4(b) hereof, the Company shall, at the Company’s

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expense, for a period of 18 months (the “ Benefit Continuation Period ”), provide medical insurance benefit coverage in coordination with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) by reimbursing Executive for the applicable coverage premiums, provided that (i) Executive completes and timely files all necessary COBRA election documentation, which will be sent to Executive after the last day of employment and (ii) Executive continues to make all required premium payments required by COBRA. In the event such premium payment reimbursements by the Company, by reason of change in the applicable law, may, in the reasonable view of the Company, result in tax or other penalties on the Company, this provision shall terminate and Executive and the Company shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent Executive becomes eligible for substantially similar medical insurance benefits during the applicable Benefit Continuation Period (and any such benefits received by, or made available to, Executive shall be reported to the Company by Executive).

5. Conditions to Receiving Severance . The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive signing, returning to Inland Management and not revoking, a general release agreement, in a form of agreement generally used by Inland Management for such purposes, releasing the Company, Inland REIT and their affiliates from any and all claims Executive may have arising out of Executive’s employment, or termination thereof (the “ Release Agreement ”) and such Release Agreement becoming effective no later than fifty-five (55) days following Executive’s termination of employment; provided, however, that in the event such fifty-five (55) day period straddles two taxable years, the payments described in Section 4 shall not commence until the later of the two taxable years; and provided further that the general release agreement and any accompanying separation agreement shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Agreement.

6. Executive Covenants . Executive acknowledges that the covenants contained in Section 6 of this Agreement survive the termination of the Term and that the consideration noted in Section 2, as well as Executive’s employment, is sufficient compensation for such covenants. For purposes of this Section 6, “Company” means the Company and its subsidiaries, parent companies, including Inland REIT prior a Triggering Event and affiliated companies.

(a) Nondisclosure of Confidential Information . “ Confidential Information ” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other

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format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

(b) Return of Company Property . Promptly following the end of the Term, or at any time at the request of the Company, Executive will return to Company all Confidential Information, physical property of the Company and any information relating to the clients or customers of the Company that Executive may possess or have under his control, together with all copies thereof, including but not limited to company hardware, records, memoranda, notes, plans, reports, computer tapes, software and other documents and data containing confidential information.

(c) Noncompetition . Except on behalf of the Company, Executive acknowledges and agrees that during the Term and for 12 months following the termination of his employment by him for any reason or no reason or by the Company for Cause, Executive will not directly or indirectly engage in or associate with (including, without limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), any person or entity engaged in the business of operating or managing real estate investment trusts or purchasing or selling lodging properties anywhere in the United States (a “ Competing Business ”), provided that Executive may own or manage, or participate in the ownership or management of, any entity that he owned or managed, or participated in the ownership or management of, prior to the Start Date, which ownership, management or participation has been disclosed in writing to the Company on or prior to the date hereof; and provided, further, that Executive may own, directly or indirectly, up to one percent (1%) of any class of “publicly traded securities” of any entity that is a Competing Business. For the purposes of this Section 6(c), “publicly traded securities” shall mean securities that are traded on a national securities exchange. Notwithstanding the foregoing, Executive shall no longer be subject to the terms of

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this Section 6(c) from and following the occurrence of a Change in Control with respect to any period following the termination of his employment with the Company.

(d) Employee and Independent Contractor Nonsolicitation and Noninterference . During the Term and for 3 years following termination of Executive’s employment for any reason or no reason by either the Company or Executive, Executive will not, directly or indirectly (i) recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or independent contractor of the Company or any former employee who was employed by the Company within the prior six (6) months, for employment or engagement with an entity other than the Company, or (ii) entice or attempt to persuade the Company’s then-current employee or independent contractor to leave employment or engagement with the Company.

(e) Nondisparagement . Executive shall not make, and the Company shall instruct each member of the Board and each executive officer of Inland REIT and the Company not to make, or cause to be made, during the Term and at all times thereafter, any statement or communicate any information (whether oral or written) that disparages the Company or Executive, respectively, including, with respect to Executive’s obligations, the Company’s subsidiaries or parent companies or any of their respective officers, directors, board members, investors, shareholders, agents or employees.

(f) Reasonableness . Executive acknowledges that the provisions contained in this Section 6 are reasonable and necessary to protect the Company’s interests in its good will, business relationships, and confidential information and that the Company will suffer substantial harm if Executive engages in any of the prohibited activities. Executive warrants that no provision of this Section 6 will work to prevent Executive from earning a living.

(g) Enforcement . It is the desire and intent of the parties hereto that the provisions of Section 6 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section 6 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section 6. The Company shall be entitled to all rights and remedies as set forth in this Section 6 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section 6 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section 6.

7. Parachute Payment Limitations . Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company (collectively, the “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and would thereby subject Executive to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 7 shall apply. If the aggregate present value (as determined for

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purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, as determined by Executive in his sole discretion, the amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). In the event Executive receives reduced payments and benefits as a result of application of this Section 7, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A of the Code and that are due at the latest future date.

8. Recoupment . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges that he will be subject to recoupment policies adopted by the Company pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Shares of the Company may be listed.

9. Tax Withholding . Executive shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Executive under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent Inland Management determines is required to be withheld pursuant to applicable law or regulation.

10. Section 409A of the Internal Revenue Code . It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have

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incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

11. Definitions . For the purposes of this Agreement, the following terms shall be defined as set forth below:

(a) “ Affiliate ” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

(b) “ Board ” means the board of directors of the Inland REIT prior to a Triggering Event and the board of directors of Inland Lodging or its successor on and after a Triggering Event.

(c) “ Cause ” means any of the following:

(i) the willful fraud or material dishonesty of Executive in connection with the performance of Executive’s duties to the Company;

(ii) the deliberate or intentional failure by Executive to substantially perform Executive’s duties to the Company (other than the Executive’s failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason) after a written notice is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes the Executive has not substantially performed his duties;

(iii) willful misconduct by Executive that is materially detrimental to the reputation, goodwill or business operations of the Company or any Affiliate;

(iv) willful disclosure of the Company’s Confidential Information or trade secrets;

(v) a breach of Section 6(a), (b), (c) or (d) or Section 18 of this Agreement; or

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(vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral turpitude by Executive.

For purposes of this Section, no act or failure to act will be considered “willful,” unless it is done or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(d) “ Change in Control ” means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Qualified Event shall not constitute a Change in Control:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), other than Inland Lodging or an Affiliate thereof or a Company or Inland REIT employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Inland Lodging or the Inland REIT representing thirty percent (30%) or more of the combined voting power of Inland Lodging’s or the Inland REIT’s, as applicable, then outstanding securities entitled to vote generally in the election of directors;

(ii) a merger, reverse merger or other business combination or consolidation of Inland Lodging or the Inland REIT or any direct or indirect subsidiary of Inland Lodging or the Inland REIT, as applicable with any other corporation other than an Affiliate of Inland Lodging, other than a merger or consolidation which would result in the voting securities of Inland Lodging or the Inland REIT, as applicable outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Inland Lodging or the Inland REIT, as applicable, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation;

(iii) a majority of the members of the Board in effect at the time of a Qualified Event is replaced during any 12 month period after the Qualified Event by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or

(iv) a person (or group), other than an Affiliate of Inland Lodging, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of Inland Lodging immediately prior to such acquisition.

(e) “ Disabled ” has the same meaning as provided in the long-term disability plan or policy maintained by Inland Management or Inland REIT, whichever entity maintains such plan or policy and if both maintain such a plan or policy, then the plan or policy of Inland Management. If no such disability plan or policy is maintained by Inland Management

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or Inland REIT, Disabled means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If the Executive disputes Inland Management’s determination of Disability, the Executive (or his designated physician) and Inland Management (or its designated physician) shall jointly appoint a third party physician to examine Executive and determine whether the Executive is Disabled.

(f) “ Fair Market Value ” means, as of any particular date, the value of the Share Units or Shares as determined by the Board in good faith, which valuation will be provided to Executive in conjunction with the Board’s determination, provided that (i) prior to a Qualified Event, “Fair Market Value” of a Share or Share Unit shall be determined by reference to the valuation performed by Real Globe Advisors, LLC (“ Real Globe ”) as of December 31, 2013, or such other subsequent similar valuation report performed by Real Globe or other third party advisory firm engaged by the Board to estimate the value of a Share Unit or Share on a fully diluted basis, using methodologies and assumptions substantially similar to those used in prior valuations and (ii) if Shares are admitted to trading on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange, “Fair Market Value” of a Share on any such date shall be the closing price reported for such Share on such exchange on the last date preceding such date on which a sale was reported.

(g) “ Good Reason ” means (i) a material diminution of Executive’s Base Salary, Target Bonus, grants of Share Units as set forth in Section 2(c) (other than adjustments to Share Units as described in Section 2(c)(iii) of this Agreement) or other annual incentive compensation opportunities; (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that dispositions or transfers of assets between the Company and one or more Affiliates (up to a maximum of fifty-four (54) select service hotels) that are contemplated by the Board as of the execution of this Agreement shall not be considered a reduction in the Executive’s authority, duties or responsibility for purposes of this clause (ii); (iii) a requirement that Executive report to anyone other than the Chief Executive Officer of Inland Lodging or the Board; (iv) Executive being required to relocate his principal place of employment with Inland Management more than 50 miles from his principal place of employment as of the date of this Agreement, it being understood that Executive may be required to travel frequently in connection with his position as set forth herein and that prolonged periods away from Executive’s principal residence shall not constitute Good Reason; or (v) failure of any successor to the Company following a Change in Control, as defined in Section 11(d) of this Agreement, to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company’s receipt of such notice (“ Correction Period ”), and (C) Executive terminates his employment no later than thirty (30) days following the Correction Period.

(h) “ Qualified Event ” means any of the following: (i) a straight listing of Shares on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; (ii) an underwritten public offering of Shares pursuant to an effective

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registration statement under the Securities Act of 1933, as amended from time to time, which Shares are approved for listing or quotation on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; or (iii) a reverse merger of Inland Lodging into an existing publicly held company or its acquisition subsidiary, resulting in the Shares first becoming listed on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange.

(i) “ Shares ” means shares of the common stock of Inland Lodging and any successor security or interest.

(j) “ Share Units ” means notional units of Inland Lodging. Prior to any issuance of any Shares upon the vesting of a Share Unit, a Share Unit shall not comprise or convey to the Executive any right, title or interest in actual ownership of Inland Lodging or any Shares.

(k) “ Triggering Event ” means the first occurrence after the date of this Agreement of a Change in Control or a Qualified Event.

12. Indemnification . The Executive shall be entitled to indemnification by the Company or Inland REIT consistent with the terms of the Company’s or Inland REIT’s bylaws or equivalent organizational documents or indemnification policies in effect from time to time; provided, however, that the Company or Inland REIT shall not be required to pay any amounts under any such indemnification policy except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as are ultimately determined by a final judgment of a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company or Inland REIT. Executive will also be covered under the Company’s or Inland REIT’s directors and officers insurance policy, if any, pursuant to the terms of such policy for so long as the Company or Inland REIT maintains such coverage for any director or officer of the Company. The Company’s and Inland REIT’s obligations under this Section will survive termination or expiration of this Agreement and any termination of Executive’s employment with the Company for any reason, subject to the terms of the applicable policy as may be in effect at the Company or Inland REIT.

13. Successors and Assigns . This Agreement and all rights hereunder are personal to Executive and shall not be assignable by Executive; provided, however, that any amounts that shall have become payable under this Agreement prior to Executive’s death shall inure to the benefit of Executive’s heirs or other legal representatives, as the case may be. This Agreement shall be binding upon and inure to the benefit of the Company’s successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company’s assets and business.

14. Blue-Penciling; Severability . In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and

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enforceable to the extent compatible with the applicable law. If such provision cannot be modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.

15. Amendment . This Agreement may not be amended orally; it may only be amended in a writing signed by Executive and a duly authorized representative of the Company.

16. Notices . Any notices to be given under this Agreement may be made by personal delivery, e-mail, or recognized overnight courier. Notice by personal delivery or courier will be deemed made on the date of actual receipt.

Notice to the Company shall be addressed to:

Scott Wilton

Secretary and General Counsel, Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, IL 60523

With a copy to:

Skadden Arps Slate Meagher & Flom LLP

155 N. Wacker Drive

Chicago, IL 60606-1720

Attention: Rodd Schreiber

Notice to Executive shall be addressed to Executive at the home address most recently provided to the Company.

17. Governing Law . This Agreement shall be governed by and enforceable in accordance with the laws of the State of Delaware as applicable to contracts executed and performed within such state, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

18. Arbitration .

(a) The Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims related in any way to Executive’s relationship with the Company and its parents and affiliates, including, but not limited to, any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability); any dispute, controversy or claim arising out of or relating to this Agreement or the breach of this agreement; and any dispute as to the arbitrability of a matter under this Agreement (collectively, “ Claims ”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement.

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(b) All Claims shall be resolved exclusively by arbitration administered by JAMS under its Employment Arbitration Rules and Procedures then in effect (the “ JAMS Rules ”). Notwithstanding the foregoing, the Company and Executive shall have the right to (i) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, or (ii) interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules, in each case to prevent any violation of this Agreement. The Company and Executive must notify the other party in writing of a request to arbitrate any Claims within the same statute of limitations period applicable to such Claims.

(c) Any arbitration proceeding brought under this Agreement shall be conducted before one arbitrator in DuPage County, Illinois, or such other location to which the parties mutually agree. The arbitrator shall be selected in accordance with the JAMS Rules, provided that the arbitrator shall be an attorney with significant experience in employment matters. Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all costs and fees that Executive would not otherwise have been subject to paying if the claim had been resolved in a court of law and, to the extent required by applicable law for this arbitration provision to be enforceable, the Company shall reimburse Executive for any reasonable travel expenses incurred by Executive in connection with Executive’s travel to Illinois for any arbitration proceedings. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, special and punitive damages, injunctive relief, costs and attorney fees; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law, and the arbitrators shall be required to follow the laws of the State of Delaware consistent with Section 17 of this Agreement.

(d) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(e) It is part of the essence of this Agreement that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

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19. Captions and Headings . Captions and paragraph headings are for convenience only, are not a part of this Agreement, and shall not be used to construe any provision of this Agreement.

20. Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but both of which when taken together shall constitute one Agreement. Signatures may be exchanged by facsimile or email.

21. Survival . The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b) and (c), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and agrees that Executive’s obligations under Section 6 of this Agreement shall survive the cessation of Executive’s employment with the Company for whatever reason.

22. Entire Agreement . This Agreement sets forth the entire agreement between the Company (or any of its affiliates) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any of its affiliates) and Executive. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the other party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.

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IN WITNESS WHEREOF , the Company and Executive have executed this Agreement on the date first written above.

Exhibit 10.6

Executive Version

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “ Agreement ”), dated as of July 1, 2014, is entered into by and among IA Lodging Group, Inc. (“ Inland Lodging ”), IA Lodging Management, LLC (“ Inland Management ” and together with Inland Lodging, the “ Company ”) and Philip A. Wade (“ Executive ”).

RECITALS:

WHEREAS , Inland Management desires to employ Executive in the position of Senior Vice President and Chief Investment Officer; and

WHEREAS , this Agreement sets forth the terms and conditions of the employment relationship between the Company and Executive.

NOW, THEREFORE , in consideration of the covenants herein contained and the employment of Executive and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Start Date; Position . The Company will employ Executive as Senior Vice President and Chief Investment Officer, beginning on or about February 1, 2014 (the actual first day of active employment being, the “ Start Date ”). The principal location of Executive’s employment shall be at the Company’s office located in Orlando, Florida, although Executive understands and agrees that he will be required to travel from time to time for business reasons. Executive agrees to devote his full working time and attention to the Company and to act at all times in the best interests of the Company. Executive will have such duties, responsibilities and authority as are consistent with his position. Executive shall report to the Chief Executive Officer of Inland Lodging. Executive agrees to perform his duties and responsibilities to the Company faithfully, competently, diligently and to the best of his ability, and subject to, and in accordance with, all of the policies, rules and regulations from time to time applicable to employees of the Company or Inland American Real Estate Trust, Inc. (“ Inland REIT ”). Executive further agrees to execute any additional documents as the Company or Inland REIT may from time to time request him and other similarly situated executives to sign regarding such policies, rules and regulations of the Company or Inland REIT, provided that any such additional documents shall not be inconsistent with the terms of this Agreement.

2. Compensation and Benefits .

(a) Base Salary . During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $275,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to herein as “ Base Salary ”). Executive’s Base Salary will be payable in accordance with the Inland REIT’s normal payroll practices prior to a Triggering Event and the Company’s normal payroll practices following a Triggering Event.

(b) Annual Performance Bonus . For the period from January 1, 2014 through December 31, 2014 and during each subsequent twelve (12)-month period while Executive remains employed with the Company (each, a “ Performance Period ”), Executive will be eligible to receive an annual performance bonus award payable in cash in an amount determined by the Board, or a committee thereof, based upon the achievement of performance criteria mutually agreed upon by the Board and Executive with respect to such twelve (12)-month period (the “ Annual Bonus ”). The bonus program to be established by the Board will include threshold, target and maximum levels. Executive will be eligible to receive an annual target bonus no less than seventy-five percent (75%) of his Base Salary (“ Target Bonus ”) with threshold and maximum bonus levels to be determined on an annual basis, with the actual bonus that becomes payable to be based on the actual achievement of the applicable performance criteria as determined by the Board or a committee thereof. In the event of the occurrence of a Triggering Event during a Performance Period, Executive will be eligible to receive an Annual Bonus equal to the target Annual Bonus for the year in which the Triggering Event occurs, pro-rated for the portion of the Performance Period that elapsed prior to the occurrence of the Triggering Event. Any Annual Bonus shall be paid to Executive in a lump sum as soon as reasonably practicable, but in no event later than March 15, following the end of the applicable fiscal year.

(c) Equity Compensation – Long Term Incentives .

(i) Annual Long-Term Incentive Award . Upon execution of this Agreement, Executive will be granted within thirty (30) days of the date of this Agreement (the “ Initial Share Unit Grant Date ”) and subject to subsection (iii) below, an award of 34,500 units (“ Share Units ”) having an aggregate value equal to $345,000, and in each subsequent calendar year after execution of this Agreement, and no later than March 15 of that year, Executive will be granted an award of a number of Share Units having an aggregate value equal to no less than 125% of Executive’s Base Salary in that year (together, the “ Annual Grant Share Units ”, and the date of each such grant, together with the Initial Share Unit Grant Date, the “ Annual Share Unit Grant Date ”), with the number of Share Units subject to each subsequent year grant determined by dividing such amount by the Fair Market Value of a Share Unit on the date of grant. The Annual Grant Share Units will vest and settle on the later to occur of (i) the date there first occurs a Triggering Event and (ii) the third anniversary of the Initial Share Unit Grant Date or the Annual Share Unit Grant Date, as applicable, subject to Executive’s continued employment through the applicable settlement date, provided that, in no event will the Annual Grant Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Initial Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event to occur is a Qualified Event, the Annual Grant Share Units will be settled in Shares (for that number of Shares having an aggregate value on the applicable settlement date equal to the Fair Market Value of the Annual Grant Share Units on the applicable settlement date) and (b) in the event the Triggering Event to occur is a Change in Control, the Annual Grant Share Units will be settled in cash in an amount equal to the aggregate Fair Market Value of the Annual Grant Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Annual Grant Share Units are converted into share units or other form of equity award of such acquiring entity at the time of the Change in Control, then the Annual Grant Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing,

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if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, following the occurrence of a Triggering Event or during the Pre-CIC Period (as defined in Section 4), to the extent not already vested, the Annual Grant Share Units will vest in full and be settled on the date of such termination.

Notwithstanding anything to the contrary in this Agreement, prior to a Triggering Event, if a portion of the real estate portfolio of Inland Lodging is listed on a public exchange, merged into another company, or sold, the Board shall consider vesting Executive with and settlement of a portion of the Share Units described in this Section 2(c)(i) and any subsequent awards granted pursuant to the applicable equity incentive plan of the Company on the date of the listing or consummation of merger or sale as applicable.

(ii) Triggering Event Contingency Award . Upon execution of this Agreement by both parties, Executive will be granted within thirty (30) days of the date of this Agreement (the actual date of grant, the “ Contingency Share Unit Grant Date ”), and subject to subsection (iii) below, 34,500 Share Units having an aggregate value equal to $345,000 (the “ Contingency Share Units ”). With regard to vesting (i) if the Triggering Event is a Qualified Event, the Contingency Share Units will vest and settle in three equal installments on each of the first three anniversaries of the Triggering Event, subject to Executive’s continued employment through each such anniversary date and (ii) if the Triggering Event is a Change in Control, 100% of the Contingency Share Units will vest and settle on the one-year anniversary of the Triggering Event, subject to Executive’s continued employment through such one-year anniversary date of the Change in Control, provided that, in no event will the Contingency Share Units vest or be settled unless a Triggering Event occurs no later than the fifth (5th) anniversary of the Contingency Share Unit Grant Date and, provided, further, that (a) in the event the Triggering Event is a Qualified Event, the Contingency Share Units will be settled in Shares (for that number of Shares having an aggregate value equal to the Fair Market Value of the Contingency Share Units) on the applicable settlement date and (b) in the event the Triggering Event is a Change in Control, the Contingency Share Units will be settled in cash in an amount equal to the Fair Market Value of the Contingency Share Units (determined as of the date of such Change in Control), provided, however, that if the acquiring entity is a publicly traded company and the Contingency Share Units are converted into share units or other form or equity award of such acquiring entity at the time of the Change in Control, then the Contingency Share Units will be settled in shares of the acquiring entity, in either case on the applicable settlement date. Notwithstanding the foregoing, if Executive’s employment is terminated without Cause or Executive terminates his employment for Good Reason, in either case, following the occurrence of a Triggering Event or during the Pre-CIC Period, to the extent not already vested, the Contingency Share Units will vest in full and be settled on the date of such termination.

(iii) Notwithstanding anything to the contrary in this Agreement, the number of Share Units granted to Executive as set forth in this Section 2(c) shall be subject to adjustments as determined necessary by the Board to prevent dilution or enlargement of value as a result of intercompany transfers of cash or assets between Inland Lodging and one or more of its Affiliates for no consideration or other such similar transactions.

(iv) After a Qualified Event, each grant of Share Units under subsections 2(c)(i) and (ii) above will provide for accrual of dividend equivalents until the settlement date of the Share Units. As of each dividend date with respect to shares of common

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stock of Inland Lodging (“ Common Stock ”), a dollar amount shall accrue to Executive equal to the amount of the dividend that would have been paid on the number of shares of Common Stock that would have been held by the Executive as of the close of business on the record date for such dividend had such Share Units been converted on such date into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. In the case of any dividend declared on shares of Common Stock that is payable in shares of Common Stock, Executive will be credited with an additional number of Share Units equal to the number having a Fair Market Value equal to the Fair Market Value of the shares of Common Stock (including any fraction thereof) that would have been distributable to Executive as a dividend had his Share Units been converted into the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date for an amount equal to the Fair Market Value of such Share Units. No dividend equivalents shall be paid out to Executive unless and until the Share Units to which the dividend equivalents relate have become vested and settled.

(d) Employee Benefits . Executive is also eligible for the benefit plans and employment policies offered by Inland Management, or by Inland REIT prior to a Triggering Event, to other senior level executives, under the same terms and conditions offered to senior level executives, subject to and on a basis consistent with the terms, conditions, and overall administration of such benefit plans. During the Term, Executive will accrue vacation with pay at an annual accrual rate consistent with Inland Management’s or Inland REIT’s policy in effect from time to time.

(e) Reservation of Rights . Notwithstanding the foregoing, Inland Management following a Triggering Event, or Inland REIT prior to a Triggering Event, may change, amend, or discontinue any employee benefit plans and policies at any time in its sole discretion.

(f) Business Expenses . The Company shall reimburse Executive for reasonable business expenses incurred by Executive on Company business, pursuant to Inland Management’s following a Triggering Event, or Inland REIT’s prior to a Triggering Event, standard expense reimbursement policy as in effect from time to time.

3. Term; Termination of Employment . The term of this Agreement (the “ Term ”) begins on the Start Date and will end, along with Executive’s employment with Inland Management, on the earliest to occur of the following events.

(a) Notice by Executive . Executive can terminate his employment and the Term with Good Reason in accordance with the notice requirement under the definition of Good Reason under Section 11(g) of this Agreement or without Good Reason by providing 60 days advance written notice to the Company of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. The Company can elect, in its sole discretion, to have Executive continue to provide services to the Company during some, all or none of such notice period and can elect, in its sole discretion, whether such services will be performed on or off Company premises.

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(b) Notice by the Company without Cause . Inland Management can terminate Executive’s employment and the Term without Cause by providing 60 days’ advance written notice to Executive of such intent, with the last day of Executive’s employment being the end of such 60-day notice period. At Inland Management’s option, it may place Executive on a paid leave of absence for all or part of such notice period.

(c) Termination For Cause . Inland Management can terminate Executive’s employment and the Term immediately upon notice to him if such termination of employment is for Cause.

(d) Other Reasons . Executive’s employment and the Term will be terminated upon Executive’s death or Executive becoming Disabled.

(e) Certain Payments . Upon Executive’s termination of employment for any reason, the Company will pay to Executive (a) Executive’s earned but unpaid Base Salary through the effective date of the termination and (b) any other amounts due to Executive from the Company or any of its Affiliates thereof as of the effective date of the termination, such as approved, unreimbursed business expenses and accrued and unused vacation. Executive’s participation in employee benefit plans of Inland Management or Inland REIT will be governed by the terms of those plans then in effect.

4. Severance .

(a) Termination Without Cause or Resignation for Good Reason other than during the Pre-CIC Period or within 24 months Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is not within the period of time between the signing of a definitive agreement that, if consummated, would constitute a Change in Control and the consummation of such Change in Control (the “ Pre-CIC Period ”) or the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a payment in an amount equal to 1.5 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such amounts will be payable over a period of 12 months in equal installments in accordance with Inland Management’s or Inland REIT’s normal payroll practices, commencing within sixty (60) days following Executive’s separation from service.

(b) Termination Without Cause or Resignation for Good Reason during the Pre-CIC Period or Following a Change in Control . If Executive’s employment is terminated by Inland Management without Cause or if Executive resigns for Good Reason, and such termination is during the Pre-CIC Period or within the twenty-four- (24-) month period following a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to 2 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within the later of sixty (60) days following Executive’s separation from service or 30 days following the date of the Change in Control.

(c) Benefit Continuation . If Executive is entitled to severance payments under either Section 4(a) or 4(b) hereof, the Company shall, at the Company’s

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expense, for a period of 18 months (the “ Benefit Continuation Period ”), provide medical insurance benefit coverage in coordination with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) by reimbursing Executive for the applicable coverage premiums, provided that (i) Executive completes and timely files all necessary COBRA election documentation, which will be sent to Executive after the last day of employment and (ii) Executive continues to make all required premium payments required by COBRA. In the event such premium payment reimbursements by the Company, by reason of change in the applicable law, may, in the reasonable view of the Company, result in tax or other penalties on the Company, this provision shall terminate and Executive and the Company shall, in good faith, negotiate for a substitute provision that would not result in such tax or other penalties. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent Executive becomes eligible for substantially similar medical insurance benefits during the applicable Benefit Continuation Period (and any such benefits received by, or made available to, Executive shall be reported to the Company by Executive).

5. Conditions to Receiving Severance . The receipt of any severance or other benefits pursuant to Section 4 will be subject to Executive signing, returning to Inland Management and not revoking, a general release agreement, in a form of agreement generally used by Inland Management for such purposes, releasing the Company, Inland REIT and their affiliates from any and all claims Executive may have arising out of Executive’s employment, or termination thereof (the “ Release Agreement ”) and such Release Agreement becoming effective no later than fifty-five (55) days following Executive’s termination of employment; provided, however, that in the event such fifty-five (55) day period straddles two taxable years, the payments described in Section 4 shall not commence until the later of the two taxable years; and provided further that the general release agreement and any accompanying separation agreement shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Agreement.

6. Executive Covenants . Executive acknowledges that the covenants contained in Section 6 of this Agreement survive the termination of the Term and that the consideration noted in Section 2, as well as Executive’s employment, is sufficient compensation for such covenants. For purposes of this Section 6, “Company” means the Company and its subsidiaries, parent companies, including Inland REIT prior a Triggering Event and affiliated companies.

(a) Nondisclosure of Confidential Information . “ Confidential Information ” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other

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format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

(b) Return of Company Property . Promptly following the end of the Term, or at any time at the request of the Company, Executive will return to Company all Confidential Information, physical property of the Company and any information relating to the clients or customers of the Company that Executive may possess or have under his control, together with all copies thereof, including but not limited to company hardware, records, memoranda, notes, plans, reports, computer tapes, software and other documents and data containing confidential information.

(c) Noncompetition . Except on behalf of the Company, Executive acknowledges and agrees that during the Term and for 12 months following the termination of his employment by him for any reason or no reason or by the Company for Cause, Executive will not directly or indirectly engage in or associate with (including, without limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), any person or entity engaged in the business of operating or managing real estate investment trusts or purchasing or selling lodging properties anywhere in the United States (a “ Competing Business ”), provided that Executive may own or manage, or participate in the ownership or management of, any entity that he owned or managed, or participated in the ownership or management of, prior to the Start Date, which ownership, management or participation has been disclosed in writing to the Company on or prior to the date hereof; and provided, further, that Executive may own, directly or indirectly, up to one percent (1%) of any class of “publicly traded securities” of any entity that is a Competing Business. For the purposes of this Section 6(c), “publicly traded securities” shall mean securities that are traded on a national securities exchange. Notwithstanding the foregoing, Executive shall no longer be subject to the terms of

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this Section 6(c) from and following the occurrence of a Change in Control with respect to any period following the termination of his employment with the Company.

(d) Employee and Independent Contractor Nonsolicitation and Noninterference . During the Term and for 3 years following termination of Executive’s employment for any reason or no reason by either the Company or Executive, Executive will not, directly or indirectly (i) recruit, hire, retain or attempt to recruit, hire or retain, any then-current employee or independent contractor of the Company or any former employee who was employed by the Company within the prior six (6) months, for employment or engagement with an entity other than the Company, or (ii) entice or attempt to persuade the Company’s then-current employee or independent contractor to leave employment or engagement with the Company.

(e) Nondisparagement . Executive shall not make, and the Company shall instruct each member of the Board and each executive officer of Inland REIT and the Company not to make, or cause to be made, during the Term and at all times thereafter, any statement or communicate any information (whether oral or written) that disparages the Company or Executive, respectively, including, with respect to Executive’s obligations, the Company’s subsidiaries or parent companies or any of their respective officers, directors, board members, investors, shareholders, agents or employees.

(f) Reasonableness . Executive acknowledges that the provisions contained in this Section 6 are reasonable and necessary to protect the Company’s interests in its good will, business relationships, and confidential information and that the Company will suffer substantial harm if Executive engages in any of the prohibited activities. Executive warrants that no provision of this Section 6 will work to prevent Executive from earning a living.

(g) Enforcement . It is the desire and intent of the parties hereto that the provisions of Section 6 of this Agreement be construed independently of one another to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each restriction contained in this Section 6 is intended to be severable, and the unenforceability of any such provision shall not affect the enforceability of any other provision of Section 6. The Company shall be entitled to all rights and remedies as set forth in this Section 6 until the expiration of the covenants contained herein in accordance with their terms. The parties agree and acknowledge that damages will be difficult, if not impossible, to calculate in the event of a breach, or threatened breach, of any of the provisions of this Section 6 and, in any event, damages will be an insufficient remedy in the event of such breach. Accordingly, the parties agree that the Company shall, in addition to all other remedies, be entitled to injunctive relief in the event of any breach of the provisions of this Section 6.

7. Parachute Payment Limitations . Notwithstanding anything to the contrary contained herein (or any other agreement entered into by and between Executive and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid to Executive by the Company (collectively, the “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and would thereby subject Executive to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 7 shall apply. If the aggregate present value (as determined for

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purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, then, solely to the extent that Executive would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax, as determined by Executive in his sole discretion, the amounts payable to Executive under this Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). In the event Executive receives reduced payments and benefits as a result of application of this Section 7, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A of the Code and that are due at the latest future date.

8. Recoupment . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges that he will be subject to recoupment policies adopted by the Company pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Shares of the Company may be listed.

9. Tax Withholding . Executive shall be liable for all income taxes incurred with respect to all benefits provided under this Agreement. All payments required to be made to Executive under this Agreement shall be subject to withholding of amounts relating to income tax, excise tax, employment tax and other payroll taxes to the extent Inland Management determines is required to be withheld pursuant to applicable law or regulation.

10. Section 409A of the Internal Revenue Code . It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have

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incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

11. Definitions . For the purposes of this Agreement, the following terms shall be defined as set forth below:

(a) “ Affiliate ” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

(b) “ Board ” means the board of directors of the Inland REIT prior to a Triggering Event and the board of directors of Inland Lodging or its successor on and after a Triggering Event.

(c) “ Cause ” means any of the following:

(i) the willful fraud or material dishonesty of Executive in connection with the performance of Executive’s duties to the Company;

(ii) the deliberate or intentional failure by Executive to substantially perform Executive’s duties to the Company (other than the Executive’s failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason) after a written notice is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes the Executive has not substantially performed his duties;

(iii) willful misconduct by Executive that is materially detrimental to the reputation, goodwill or business operations of the Company or any Affiliate;

(iv) willful disclosure of the Company’s Confidential Information or trade secrets;

(v) a breach of Section 6(a), (b), (c) or (d) or Section 18 of this Agreement; or

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(vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral turpitude by Executive.

For purposes of this Section, no act or failure to act will be considered “willful,” unless it is done or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(d) “ Change in Control ” means the first to occur of any of the events set forth in the following paragraphs; provided, however, that a Qualified Event shall not constitute a Change in Control:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), other than Inland Lodging or an Affiliate thereof or a Company or Inland REIT employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Inland Lodging or the Inland REIT representing thirty percent (30%) or more of the combined voting power of Inland Lodging’s or the Inland REIT’s, as applicable, then outstanding securities entitled to vote generally in the election of directors;

(ii) a merger, reverse merger or other business combination or consolidation of Inland Lodging or the Inland REIT or any direct or indirect subsidiary of Inland Lodging or the Inland REIT, as applicable with any other corporation other than an Affiliate of Inland Lodging, other than a merger or consolidation which would result in the voting securities of Inland Lodging or the Inland REIT, as applicable outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of Inland Lodging or the Inland REIT, as applicable, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation;

(iii) a majority of the members of the Board in effect at the time of a Qualified Event is replaced during any 12 month period after the Qualified Event by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or

(iv) a person (or group), other than an Affiliate of Inland Lodging, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of Inland Lodging immediately prior to such acquisition.

(e) “ Disabled ” has the same meaning as provided in the long-term disability plan or policy maintained by Inland Management or Inland REIT, whichever entity maintains such plan or policy and if both maintain such a plan or policy, then the plan or policy of Inland Management. If no such disability plan or policy is maintained by Inland Management

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or Inland REIT, Disabled means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If the Executive disputes Inland Management’s determination of Disability, the Executive (or his designated physician) and Inland Management (or its designated physician) shall jointly appoint a third party physician to examine Executive and determine whether the Executive is Disabled.

(f) “ Fair Market Value ” means, as of any particular date, the value of the Share Units or Shares as determined by the Board in good faith, which valuation will be provided to Executive in conjunction with the Board’s determination, provided that (i) prior to a Qualified Event, “Fair Market Value” of a Share or Share Unit shall be determined by reference to the valuation performed by Real Globe Advisors, LLC (“ Real Globe ”) as of December 31, 2013, or such other subsequent similar valuation report performed by Real Globe or other third party advisory firm engaged by the Board to estimate the value of a Share Unit or Share on a fully diluted basis, using methodologies and assumptions substantially similar to those used in prior valuations and (ii) if Shares are admitted to trading on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange, “Fair Market Value” of a Share on any such date shall be the closing price reported for such Share on such exchange on the last date preceding such date on which a sale was reported.

(g) “ Good Reason ” means (i) a material diminution of Executive’s Base Salary, Target Bonus, grants of Share Units as set forth in Section 2(c) (other than adjustments to Share Units as described in Section 2(c)(iii) of this Agreement) or other annual incentive compensation opportunities; (ii) a material reduction in Executive’s authority, duties or responsibilities; provided, however, that dispositions or transfers of assets between the Company and one or more Affiliates (up to a maximum of fifty-four (54) select service hotels) that are contemplated by the Board as of the execution of this Agreement shall not be considered a reduction in the Executive’s authority, duties or responsibility for purposes of this clause (ii); (iii) Executive being required to relocate his principal place of employment with Inland Management more than 50 miles from his principal place of employment as of the date of this Agreement, it being understood that Executive may be required to travel frequently in connection with his position as set forth herein and that prolonged periods away from Executive’s principal residence shall not constitute Good Reason; or (iv) failure of any successor to the Company following a Change in Control, as defined in Section 11(d) of this Agreement, to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company’s receipt of such notice (“ Correction Period ”), and (C) Executive terminates his employment no later than thirty (30) days following the Correction Period.

(h) “ Qualified Event ” means any of the following: (i) a straight listing of Shares on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; (ii) an underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time, which

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Shares are approved for listing or quotation on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; or (iii) a reverse merger of Inland Lodging into an existing publicly held company or its acquisition subsidiary, resulting in the Shares first becoming listed on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange.

(i) “ Shares ” means shares of the common stock of Inland Lodging and any successor security or interest.

(j) “ Share Units ” means notional units of Inland Lodging. Prior to any issuance of any Shares upon the vesting of a Share Unit, a Share Unit shall not comprise or convey to the Executive any right, title or interest in actual ownership of Inland Lodging or any Shares.

(k) “ Triggering Event ” means the first occurrence after the date of this Agreement of a Change in Control or a Qualified Event.

12. Indemnification . The Executive shall be entitled to indemnification by the Company or Inland REIT consistent with the terms of the Company’s or Inland REIT’s bylaws or equivalent organizational documents or indemnification policies in effect from time to time; provided, however, that the Company or Inland REIT shall not be required to pay any amounts under any such indemnification policy except upon receipt of an unsecured undertaking by the Executive to repay any such amounts as are ultimately determined by a final judgment of a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company or Inland REIT. Executive will also be covered under the Company’s or Inland REIT’s directors and officers insurance policy, if any, pursuant to the terms of such policy for so long as the Company or Inland REIT maintains such coverage for any director or officer of the Company. The Company’s and Inland REIT’s obligations under this Section will survive termination or expiration of this Agreement and any termination of Executive’s employment with the Company for any reason, subject to the terms of the applicable policy as may be in effect at the Company or Inland REIT.

13. Successors and Assigns . This Agreement and all rights hereunder are personal to Executive and shall not be assignable by Executive; provided, however, that any amounts that shall have become payable under this Agreement prior to Executive’s death shall inure to the benefit of Executive’s heirs or other legal representatives, as the case may be. This Agreement shall be binding upon and inure to the benefit of the Company’s successors, including any entity that succeeds to the business and interests of the Company whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company’s assets and business.

14. Blue-Penciling; Severability . In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal, unenforceable, or unreasonable or excessive as to duration, geographic scope, or activity, then such provision shall be modified or restricted to the extent necessary to make such provision valid, binding and enforceable. Any provision that is modified shall be construed by limiting and reducing it to the maximum time, geographic or scope limitations, as the case may be, so as to be reasonable and enforceable to the extent compatible with the applicable law. If such provision cannot be

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modified or restricted, then such provision shall be deemed to be excised from this Agreement, provided that the binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.

15. Amendment . This Agreement may not be amended orally; it may only be amended in a writing signed by Executive and a duly authorized representative of the Company.

16. Notices . Any notices to be given under this Agreement may be made by personal delivery, e-mail, or recognized overnight courier. Notice by personal delivery or courier will be deemed made on the date of actual receipt.

Notice to the Company shall be addressed to:

Scott Wilton

Secretary and General Counsel, Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, IL 60523

With a copy to:

Skadden Arps Slate Meagher & Flom LLP

155 N. Wacker Drive

Chicago, IL 60606-1720

Attention: Rodd Schreiber

Notice to Executive shall be addressed to Executive at the home address most recently provided to the Company.

17. Governing Law . This Agreement shall be governed by and enforceable in accordance with the laws of the State of Delaware as applicable to contracts executed and performed within such state, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

18. Arbitration .

(a) The Company and Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims related in any way to Executive’s relationship with the Company and its parents and affiliates, including, but not limited to, any dispute, controversy or claim of alleged discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap or disability); any dispute, controversy or claim arising out of or relating to this Agreement or the breach of this agreement; and any dispute as to the arbitrability of a matter under this Agreement (collectively, “ Claims ”); provided, however, that nothing in this Agreement shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement.

(b) All Claims shall be resolved exclusively by arbitration administered by JAMS under its Employment Arbitration Rules and Procedures then in effect

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(the “ JAMS Rules ”). Notwithstanding the foregoing, the Company and Executive shall have the right to (i) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, or (ii) interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules, in each case to prevent any violation of this Agreement. The Company and Executive must notify the other party in writing of a request to arbitrate any Claims within the same statute of limitations period applicable to such Claims.

(c) Any arbitration proceeding brought under this Agreement shall be conducted before one arbitrator in DuPage County, Illinois, or such other location to which the parties mutually agree. The arbitrator shall be selected in accordance with the JAMS Rules, provided that the arbitrator shall be an attorney with significant experience in employment matters. Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however, that the Company shall pay all costs and fees that Executive would not otherwise have been subject to paying if the claim had been resolved in a court of law and, to the extent required by applicable law for this arbitration provision to be enforceable, the Company shall reimburse Executive for any reasonable travel expenses incurred by Executive in connection with Executive’s travel to Illinois for any arbitration proceedings. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, special and punitive damages, injunctive relief, costs and attorney fees; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law, and the arbitrators shall be required to follow the laws of the State of Delaware consistent with Section 17 of this Agreement.

(d) Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(e) It is part of the essence of this Agreement that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

19. Captions and Headings . Captions and paragraph headings are for convenience only, are not a part of this Agreement, and shall not be used to construe any provision of this Agreement.

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20. Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but both of which when taken together shall constitute one Agreement. Signatures may be exchanged by facsimile or email.

21. Survival . The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b) and (c), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and agrees that Executive’s obligations under Section 6 of this Agreement shall survive the cessation of Executive’s employment with the Company for whatever reason.

22. Entire Agreement . This Agreement sets forth the entire agreement between the Company (or any of its affiliates) and Executive with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between the Company (or any of its affiliates) and Executive. Executive and the Company represent that, in executing this Agreement, each party has not relied upon any representation or statement made by the other party, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement.

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IN WITNESS WHEREOF , the Company and Executive have executed this Agreement on the date first written above.

Exhibit 10.13

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

INLAND AMERICAN REAL ESTATE TRUST, INC.

AND

XENIA HOTELS & RESORTS, INC.

DATED AS OF [ — ], 2015

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (the “ Agreement ”) is entered into as of [ — ], 2015, by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“ Inland American ”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“ Xenia ”), each a “Party” and together, the “Parties.”

RECITALS:

WHEREAS, Xenia is and prior to the Distribution will be a wholly owned subsidiary of Inland American;

WHEREAS, the board of directors of Inland American has determined that it is advisable and in the best interests of Inland American to establish Xenia as an independent publicly traded company;

WHEREAS, to effect this separation, the Parties have entered into that certain Separation and Distribution Agreement dated as of [ — ], 2015 (as amended or otherwise modified from time to time, the “ Separation Agreement ”); and

WHEREAS, pursuant to the Separation Agreement, Inland American and Xenia are entering into this Agreement for the purpose of allocating between and among them certain assets, Liabilities and responsibilities with respect to certain (i) employees, (ii) compensation and benefit plans, programs and arrangements and (iii) other employee-related matters.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . The following capitalized terms shall have the meanings set forth below when used in this Agreement:

“ Accrued PTO ” means, with respect to an Inland American Employee or a Xenia Employee, such individual’s accrued vacation, paid-time-off and sick time, if any.

“ Affiliate ” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “ control ” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, Inland American shall be deemed not to be an Affiliate of Xenia or any of its Subsidiaries, and Xenia shall be deemed not to be an Affiliate of Inland American or any of its Subsidiaries (other than Xenia and the Xenia Subsidiaries).

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“ Agreement ” shall have the meaning set forth in the preamble to this Agreement and includes all Exhibits attached hereto or delivered pursuant hereto.

“ Ancillary Agreements ” shall have the meaning provided in the Separation Agreement.

“ Benefit Plan ” shall mean any compensation and/or benefit plan, program, arrangement, agreement or other commitment that is sponsored, maintained, entered into or contributed to by an entity or with respect to which such entity otherwise has any liability or obligation, whether fixed or contingent, including each such (i) employment, consulting, noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, sales incentive, commission, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement or other commitment, (ii) stock option, restricted stock, restricted stock unit, share unit, performance stock, stock appreciation, stock purchase, deferred stock or other compensatory equity or equity-based plan, program, arrangement, agreement or other commitment, (iii) savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flexible spending, adoption/dependent/employee assistance, tuition, vacation, relocation, paid-time-off, other fringe benefit and other employee compensation plan, program, arrangement, agreement or other commitment, including in each case, each “employee benefit plan” as defined in Section 3(3) of ERISA and any trust, escrow, funding, insurance or other agreement related to any of the foregoing.

“ COBRA ” shall mean the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, together with all regulations promulgated thereunder.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Distribution ” shall have the meaning provided in the Separation Agreement.

“ Distribution Date ” shall mean the date on which the Distribution occurs, such date to be determined by, or under the authority of, the board of directors of Inland American, in its sole and absolute discretion.

“ DOL ” shall mean the U.S. Department of Labor.

“ Effective Time ” shall mean [ — ], Chicago, IL time, on the Distribution Date.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Force Majeure ” has the meaning set forth in Section 10.19 .

“ Former Inland American Employee ” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any Inland American Entity and who (A) terminates or has terminated his or her employment or other service

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relationship with any Inland American Entity at any time, including any such individual who terminated employment or service prior to the Effective Time, and (B) the Parties determine to be a Former Inland American Employee. For the avoidance of doubt, any transfer of employment or other service relationship between the Inland American Entities and/or the Xenia Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Inland American Employee or a Former Xenia Employee.

“ Former Xenia Employee ” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any Xenia Entity and who (A) terminates or has terminated his or her employment or other service relationship with any Xenia Entity at any time, including any such individual who terminated employment or service prior to the Effective Time, and (B) whom the Parties determine to be a Former Xenia Employee. For the avoidance of doubt, any transfer of employment or other service relationship between Inland American Entities and/or Xenia Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Inland American Employee or a Former Xenia Employee.

“ Governmental Authority ” shall mean any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ HIPAA ” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“ Inland American ” shall have the meaning provided in the preamble to this Agreement.

“ Inland American 401(k) Plan ” shall mean the Inland Group, Inc. Savings Plan.

“ Inland American Benefit Plan ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Inland American Entity, in any case, under which more than one service provider is eligible to receive compensation and/or benefits.

“ Inland American Cash Incentive Plans ” shall have the meaning provided in Section 6.1 .

“ Inland American Cafeteria Plan ” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by Inland American.

“ Inland American Employee ” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Inland American Entity and who, following the Effective Time, remains employed by or in service with any Inland American Entity, including any such active employees and any such employees on approved leaves of absence.

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“ Inland American Entities ” means Inland American and the Subsidiaries of Inland American other than Xenia and the Xenia Subsidiaries (each, an “ Inland American Entity ”).

“ Inland American Equity Plans ” shall mean the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan, the Inland American Communities Group, Inc. 2014 Share Unit Plan, the Inland American Real Estate Trust, Inc. Amended and Restated Independent Director Stock Option Plan and any other stock option or equity incentive compensation plan or arrangement maintained by any Inland American Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Inland American Entity. For the avoidance of doubt, neither the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan nor the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan shall be deemed to be an Inland American Equity Plan.

“ Inland American Health and Welfare Plans ” shall mean, collectively, the plans listed on Exhibit A hereto.

“ Inland American Individual Agreement ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Inland American Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“ Inland American Participant ” shall mean any individual who, (i) prior to the Distribution Date, is eligible to participate in one or more Inland American Benefit Plans and has not become a Xenia Participant, and (ii) following the Distribution Date, is (A) an Inland American Employee who is eligible to participate in one or more Inland American Benefit Plans, (B) a Former Inland American Employee who remains entitled to payments, benefits and/or participation under any Inland American Benefit Plan, (C) a Former Xenia Employee who terminated employment or other service on or prior to the Distribution Date, to the extent such individual remains entitled to payments, benefits and/or participation under any Inland American Benefit Plan, or (D) a beneficiary, dependent or alternate payee of any of the foregoing. For the avoidance of doubt, “Inland American Participant” shall not include any individual who becomes a Xenia Participant (or any beneficiary, dependent or alternate payee thereof) once such individual becomes a Xenia Participant.

“ IRS ” shall mean the Internal Revenue Service.

“ Law ” shall mean any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“ Liability ” and “ Liabilities ” shall have such meanings as provided in the Separation Agreement.

“ Participating Company ” shall mean, with respect to an Inland American Benefit Plan, any Inland American Entity and, prior to the Distribution, each Xenia Entity, in each case, that is a participating employer in such Inland American Benefit Plan.

“ Party ” or “ Parties ” shall have the meaning provided in the preamble to this Agreement.

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“ Person ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Separation Agreement ” shall have the meaning provided in the recitals to this Agreement.

“ Subsidiary ” shall mean, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

“ Transaction Bonus Awards ” shall have the meaning provided in Section 3.1 .

“ Transactions ” shall have such meaning as provided in the Separation Agreement.

“ Workers’ Comp Liabilities ” shall have the meaning provided in Section 5.6 .

“ Xenia ” shall have the meaning provided in the preamble to this Agreement.

“ Xenia 401(k) Plan ” shall have the meaning provided in Section 4.1 .

“ Xenia Benefit Plan ” shall mean each Benefit Plan (i) that is not an Inland American Benefit Plan, (ii) which is sponsored, maintained, entered into or contributed to by any Xenia Entity, and (iii) under which more than one service provider is eligible to receive compensation and/or benefits, including the Xenia 401(k) Plan, each Xenia Equity Plan, the Xenia Cafeteria Plan and the Xenia Health and Welfare Plans.

“ Xenia Cafeteria Plan ” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any Xenia Entity.

“ Xenia Employee ” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Xenia Entity and who, following the Effective Time, remains employed by or in service with any Xenia Entity, including any such active employees and any such employees on approved leaves of absence.

“ Xenia Entities ” means Xenia and each Xenia Subsidiary (each, a “ Xenia Entity ”).

“ Xenia Equity Plan ” shall mean the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan, the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan and any other stock option or equity incentive compensation plan or arrangement maintained by any Xenia Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Xenia Entity.

“ Xenia Health and Welfare Plans ” shall have the meaning provided in Section 5.1 .

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“ Xenia Individual Agreement ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Xenia Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“ Xenia Participant ” shall mean any individual who is or becomes (i) a Xenia Employee who is eligible to participate in one or more Xenia Benefit Plans, (ii) a Former Xenia Employee who remains entitled to payments, benefits and/or participation under any Xenia Benefit Plan, or (iii) a beneficiary, dependent or alternate payee of any of the foregoing, in each case, beginning on the first date that such individual qualifies as a Xenia Participant in accordance with any of the foregoing.

“ Xenia Subsidiaries ” shall have such meaning as provided in the Separation Agreement.

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Post-Distribution Employment . Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (a) each Inland American Employee shall continue to be employed or engaged at Inland American or such other Inland American Entity as employs or engages such Inland American Employee as of immediately prior to the Effective Time, and (b) each Xenia Employee shall continue to be employed or engaged at Xenia or such other Xenia Entity as employs or engages such Xenia Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all Inland American Employees are employed or engaged at an Inland American Entity and all Xenia Employees are employed or engaged at a Xenia Entity, in each case, as of immediately prior to the Effective Time.

Section 2.2 No Termination/Severance; No Change in Control . No Inland American Employee or Xenia Employee shall (a) terminate employment or service or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement, or (b) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Plan or otherwise, in connection with any of the foregoing. Other than with respect to awards granted under the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan or the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan or as otherwise expressly provided in an Inland American Benefit Plan or Xenia Benefit Plan, neither the

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Distribution nor any other transaction(s) contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute or be deemed to constitute a “change in/of control” or any similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any Inland American Benefit Plan or Xenia Benefit Plan. Awards granted under the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan or the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan shall be treated according to the terms of the applicable plan and any award agreement thereunder.

Section 2.3 Termination of Xenia Participation in Inland American Benefit Plans; Liability for Benefit Plans and Individual Agreements .

(a) Except as otherwise expressly provided for in this Agreement (including with respect to participation in any Inland American Equity Plan) or as otherwise expressly agreed to in writing between the Parties, effective as of the Effective Time, (i) Xenia and each other Xenia Entity shall cease to be a Participating Company in each Inland American Benefit Plan (to the extent any such Xenia Entity was such a Participating Company as of immediately prior to the Distribution), and (ii) each Xenia Participant shall cease to participate in, be covered by, accrue benefits under or be eligible to contribute to any Inland American Benefit Plan (to the extent any such Xenia Participant so participated in any Inland American Benefit Plan as of immediately prior to the Distribution), and, in each case, Inland American and Xenia shall take all necessary action prior to the Effective Time to effectuate each such cessation.

(b) Effective as of the Effective Time, (A) Inland American and/or the other Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability under, any Inland American Benefit Plan or Inland American Individual Agreement, and (B) except to the extent provided in Section 3.1 below, Xenia and/or the other Xenia Entities shall be solely liable for, and no Inland American Entity shall have any obligation or Liability under, any Xenia Benefit Plan or any Xenia Individual Agreement.

Section 2.4 Employment Law Liabilities .

(a) Separate Employers . Subject to the provisions of ERISA and the Code, on and after the Distribution Date, each Inland American Entity shall be a separate and independent employer from each Xenia Entity.

(b) Employment Litigation . Except as otherwise expressly provided in this Agreement, (i) Xenia and/or the other Xenia Entities shall be solely liable for, and no Inland American Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Xenia Employees, prospective Xenia Employees and/or Former Xenia Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Inland American Entity or Xenia Entity, whether the basis for such claims arose before, as of, or after the Effective Time, and (ii) Inland American and/or the other Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Inland American Employees, prospective Inland American Employees and/or Former Inland American Employees relating to, arising out of, or resulting from the prospective employment or service,

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actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Inland American Entity or Xenia Entity, whether the basis for such claims arose before, as of, or after the Effective Time.

Section 2.5 Service Recognition .

(a) Pre-Distribution Service Credit . With respect to Xenia Participants, each Xenia Benefit Plan shall provide that all service, all compensation and all other benefit-affecting determinations (including with respect to vesting) that, as of immediately prior to the Effective Time, were recognized under a corresponding Inland American Benefit Plan (or would have been recognized under a corresponding Inland American Benefit Plan in which such Xenia Participant was eligible to participate immediately prior to the Effective Time, had such Xenia Participant actually participated in such corresponding Inland American Benefit Plan) shall, as of immediately after the Effective Time or any subsequent effective date for such Xenia Benefit Plan, receive full recognition, credit and validity and be taken into account under such Xenia Benefit Plan to the same extent as credit was (or would have been) recognized under such Inland American Benefit Plan, except (i) to the extent that duplication of benefits would result or (ii) for benefit accrual under any defined benefit pension plan.

(b) Post-Distribution Service Credit . Except to the extent required by applicable Law, (i) no Inland American Entity shall be obligated to recognize any service of a Xenia Employee after the Effective Time for any purpose under any Inland American Benefit Plan, and (ii) no Xenia Entity shall be obligated to recognize any service of an Inland American Employee after the Effective Time for any purpose under any Xenia Benefit Plan; provided , however , that nothing herein shall prohibit any Inland American Entity or any Xenia Entity from recognizing such service.

ARTICLE III

EQUITY PLANS

Section 3.1 Inland American Equity Plans; Xenia Equity Plans . Following the Effective Time, except as set forth in the following sentence, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia Equity Plans and all awards granted thereunder, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American Equity Plans and all awards granted thereunder. Notwithstanding the forgoing, Inland American shall be responsible for any and all Liabilities and with respect to any awards granted to Inland American Employees prior to the Effective Time under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the “ Transaction Bonus Awards ”). To the extent that any Xenia Entity actually incurs any Liability with respect the Transaction Bonus Awards, Inland American shall reimburse Xenia for any such amounts.

ARTICLE IV

TAX-QUALIFIED DEFINED CONTRIBUTION PLAN

Section 4.1 Inland American 401(k) Plan; Xenia 401(k) Plan . The Parties acknowledge and agree that, as of the Distribution Date, Xenia or another Xenia Entity has established a defined

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contribution plan and trust solely for the benefit of eligible Xenia Participants (the “ Xenia 401(k) Plan ”). Xenia shall be responsible for taking all necessary, reasonable and appropriate action to maintain and administer the Xenia 401(k) Plan so that it is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code. Following the Effective Time, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia 401(k) Plan, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American 401(k) Plan.

Section 4.2 Transfer of Xenia 401(k) Plan Assets . As soon as practicable following the Distribution Date (or such later time as mutually agreed by the Parties), Inland American shall cause the accounts (including any promissory notes related to outstanding participant loans) in the Inland American 401(k) Plan attributable to eligible Xenia Participants and their beneficiaries and alternate payees and any Inland American Participants who are Former Xenia Employees and their beneficiaries and alternate payees, if any, and all of the assets in the Inland American 401(k) Plan related thereto to be transferred to the Xenia 401(k) Plan, and Xenia shall cause the Xenia 401(k) Plan to accept such transfer of accounts, promissory notes and underlying assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations relating to the accounts of Xenia Participants (to the extent the assets related to those accounts are actually transferred from the Inland American 401(k) Plan to the Xenia 401(k) Plan).

Section 4.3 No Distributions . No distribution of account balances shall be made to any Xenia Participant solely on account of the transfers from the Inland American 401(k) Plan described in Section 4.2 above.

Section 4.4 Regulatory Filings . In connection with the transfer of assets and Liabilities from the Inland American 401(k) Plan to the Xenia 401(k) Plan contemplated in this Article IV , Inland American and Xenia (each acting directly or through any Inland American Entity or the Xenia Entity, as applicable) shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and shall take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the effectiveness of the Xenia 401(k) Plan; provided , however , that Xenia shall be solely responsible for complying with any requirements and applying for any IRS determination letters with respect to the Xenia 401(k) Plan.

ARTICLE V

HEALTH AND WELFARE PLANS; WORKERS’ COMPENSATION

Section 5.1 Xenia Health and Welfare Plans . As of the Distribution Date, Xenia or one or more Xenia Subsidiaries maintains each of the health and welfare plans set forth on Exhibit B hereto (the “ Xenia Health and Welfare Plans ”) for the benefit of eligible employees of the Xenia Entities and their dependents and beneficiaries, each of which shall remain in effect immediately following the Distribution. In addition, as of the Distribution Date, Inland American or one or more of the Inland American Entities maintains each of the health and welfare plans set forth on Exhibit A hereto (the “ Inland American Health and Welfare Plans ”).

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Section 5.2 Cafeteria Plan . As the Distribution Date, Xenia or one or more Xenia Subsidiaries maintains the Xenia Cafeteria Plan for the benefit of eligible employees of the Xenia Entities. Following the Effective Time, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia Cafeteria Plan, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American Cafeteria Plan. Notwithstanding the forgoing, Inland American shall continue to administer the Inland American Cafeteria Plan with respect to the plan year ending December 31, 2014, including with respect to Xenia Employees and Former Xenia Employees who participated in the Inland American Cafeteria Plan during such plan year.

Section 5.3 COBRA and HIPAA .

(a) Xenia (acting directly or through any other Xenia Entity) and the Xenia Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia Participant. Inland American (acting directly or through any other Inland American Entity) and the Inland American Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia shall reimburse Inland American to the extent of any Liability actually incurred by an Inland American Entity with respect thereto relating to an Inland American Participant who is a Former Xenia Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American Participant or any Xenia Participant (or any dependent or beneficiary thereof).

(b) Xenia (acting directly or through any other Xenia Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia Health and Welfare Plans with respect to Xenia Participants. Inland American (acting directly or through any other Inland American Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American Health and Welfare Plans with respect to Inland American Participants.

Section 5.4 Inland American to Provide Information . To the extent permitted by Law, Inland American or the relevant Inland American Health and Welfare Plan shall provide to Xenia or the relevant Xenia Health and Welfare Plan (to the extent that relevant information is in Inland American’s possession) such data as may be necessary for Xenia to comply with its obligations hereunder, which may include the names of Xenia Participants who were participants in or otherwise entitled to benefits under the Inland American Health and Welfare Plans prior to the Distribution, together with each such individual’s service credit under such plans, information concerning each such individual’s current plan-year expenses incurred towards deductibles,

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out-of-pocket limits and co-payments, maximum benefit payments, and any benefit usage towards plan limits thereunder. Inland American shall, as soon as practicable after requested, provide Xenia with such additional information that is in Inland American’s possession (and not already in the possession of a Xenia Entity) as may be reasonably requested by Xenia and necessary to administer effectively any Xenia Health and Welfare Plan. Inland American and each Xenia Entity shall enter into such other agreements as are necessary to comply with this Section 5.4 , including, but not limited to, any agreements required by HIPAA.

Section 5.5 Liabilities .

(a) Insured Benefits . With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, Inland American shall, with respect to Xenia Participants who participated in such Inland American Health and Welfare Plans, cause the Inland American Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Xenia Participants that are incurred prior to the termination of such Xenia Participants’ participation in the applicable Inland American Health and Welfare Plan, and Xenia shall cause the Xenia Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Xenia Participants that are incurred on or after enrollment of such Xenia Participants in the Xenia Health and Welfare Plans (it being understood that neither Inland American Health and Welfare Plans nor Xenia Health and Welfare Plans shall be responsible for any claims that arise following the claimant’s termination of participation in the applicable Inland American Health and Welfare Plan if the claimant does not validly enroll in an applicable Xenia Health and Welfare Plan).

(b) Short-Term and Long-Term Disability Benefits . For the avoidance of doubt, with respect to any Xenia Employee who becomes entitled to receive long-term or short-term disability benefits prior to the Effective Time, such Xenia Employee shall be transferred to, and shall receive any long-term or short-term disability benefits to which such Xenia Employee is entitled under, the Xenia Health and Welfare Plans as of the Effective Time in accordance with the terms of such plans.

(c) Incurred Claim Definition . For purposes of this Article V , a claim or Liability shall generally be deemed to be incurred (i) with respect to medical, dental, vision, and/or prescription drug benefits, on the date that the health services giving rise to such claim or Liability are rendered or performed and not when such claim is made; provided , however that with respect to a period of continuous hospitalization, a claim is incurred upon the first date of such hospitalization and not on the date that such services are performed and (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability.

(d) Accrued Paid-Time-Off . Following the Effective Time, (i) Xenia shall (directly or through another Xenia Entity) recognize and honor the Accrued PTO credited to each Xenia Employee by such individual’s employer immediately prior to the Effective Time and (ii) Inland American shall (directly or through another Inland American Entity) recognize and honor the Accrued PTO credited to each Inland American Employee by such individual’s employer immediately prior to the Effective Time. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-Distribution employer’s applicable

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policies and programs, to the extent permissible by law, and (y) any paid-time-off accruals in respect of post-Distribution services (if any) shall be made in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs (except to the extent otherwise provided in an applicable Inland American Individual Agreement or Xenia Individual Agreement).

Section 5.6 Workers’ Compensation Liabilities . All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an Inland American Employee or Former Inland American Employee that results from an accident occurring, or from an occupational disease which becomes manifest (collectively, “ Workers’ Comp Liabilities ”) before, as of or after the Effective Time, shall be retained by and be obligations of Inland American or its insurers. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Xenia Employee or Former Xenia Employee that arises or manifests prior to the date on which such Xenia Employee or Former Xenia Employee was covered by an applicable workers’ compensation insurance program maintained by a Xenia Entity shall be obligations of Inland American and its insurers, provided that Xenia shall reimburse Inland American to the extent of any such Workers’ Comp Liability actually incurred by an Inland American Entity. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Xenia Employee or Former Xenia Employee that arises or manifests on or after the date on which such Xenia Employee or Former Xenia Employee was covered under a workers’ compensation insurance program maintained by a Xenia Entity shall be obligations of Xenia and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be. Each Inland American Entity and each Xenia Entity shall cooperate with respect to any notification to appropriate Governmental Authorities of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

ARTICLE VI

INCENTIVE COMPENSATION

Section 6.1 Xenia Cash Incentive Plans and Liabilities . Following the Effective Time, Xenia shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to any amounts that any Xenia Employee has either earned (if not payable by its terms prior to the Effective Time) or become eligible to earn, in either case, as of the Effective Time under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by Inland American in which one or more Xenia Employees is eligible to participate as of immediately prior to the Effective Time (excluding, for the avoidance of doubt, any such plans maintained by a Xenia Entity that are not Inland American Benefit Plans) (the “ Inland American Cash Incentive Plans ”), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Inland American shall have no Liability for any payments, obligations or other Liabilities relating to any Xenia Employee with respect to any Inland American Cash Incentive Plan after the Effective Time. Following the Effective Time, the Xenia Entities shall be solely responsible for, and no Inland American Entities shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by Xenia, and shall fully perform, pay and discharge the forgoing if and when such payments, obligations and/or other Liabilities become due.

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Section 6.2 Inland American Retention of Cash Incentive Liabilities . Following the Effective Time, the Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities relating to any awards that any Inland American Employee has earned or is eligible to earn under the Inland American Cash Incentive Plans and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due.

ARTICLE VII

PAYROLL REPORTING AND WITHHOLDING

Section 7.1 Form W-2 Reporting . Inland American and Xenia shall, and shall cause the other Inland American Entities and the other Xenia Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Effective Time. Inland American and Xenia shall, and shall cause the other Inland American Entities and the other Xenia Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the Effective Time.

Section 7.2 Garnishments, Tax Levies, Child Support Orders, and Wage Assignments . With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Inland American (or any other Inland American Entity) as of the Distribution Date for any Xenia Employee or Former Xenia Employee, Xenia (and any other employing Xenia Entity), as appropriate, shall honor such payroll deduction authorizations and shall continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was on file with Inland American as of immediately prior to the Distribution Date. Inland American shall, as soon as practicable after the Distribution Date, provide Xenia (and any other employing Xenia Entity), as appropriate, with such information in Inland American’s possession (and not already in the possession of a Xenia Entity) as may be reasonably requested by the Xenia Entities and necessary for the Xenia Entities to make the payroll deductions and payments to the authorized payee as required by this Section 7.2 .

Section 7.3 Authorizations for Payroll Deductions . Unless otherwise prohibited by a Benefit Plan or by this Agreement or another Ancillary Agreement or by applicable Law, Xenia and the other Xenia Entities, as appropriate, shall honor payroll deduction authorizations attributable to any Xenia Employee that are in effect with any Inland American Entity on the Distribution Date relating to such Xenia Employee, and shall not require that such Xenia Employee submit a new authorization to the extent that the type of deduction by Xenia or any other Xenia Entity, as appropriate, does not differ from that made by the Inland American Entity. Such deduction types include: pre-tax (in accordance with Section 125 of the Code) contributions to any Xenia Benefit Plan, including any voluntary benefit plan; scheduled loan repayments to any Xenia Benefit Plan; and direct deposit of payroll, employee relocation loans, and other types of authorized company receivables usually collectible through payroll deductions. Each Party shall, as soon as practicable after the Distribution Date, provide the other Party with such information in its possession as may be reasonably requested by the other Party and as necessary for that Party to honor the payroll deduction authorizations contemplated by this Section 7.3 .

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ARTICLE VIII

INDEMNIFICATION

Section 8.1 General Indemnification . The indemnification rights and obligations of the Parties under this Agreement shall be governed by, and be subject to, the provisions of Article IX of the Separation Agreement, which provisions are hereby incorporated by reference into this Agreement.

ARTICLE IX

GENERAL AND ADMINISTRATIVE

Section 9.1 Business Associate Agreements . The Parties hereby agree to enter into any business associate agreements that may be required for the sharing of any information pursuant to this Agreement to comply with the requirements of HIPAA.

Section 9.2 Reasonable Efforts/Cooperation . Each Party shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting Benefit Plans and/or Benefit Plan amendments. Without limiting the generality of the foregoing, each of the Parties shall reasonably cooperate in all respects with regard to all matters relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

Section 9.3 Employer Rights . Except as expressly provided for in Article V , nothing in this Agreement shall (a) prohibit any Xenia Entity from amending, modifying or terminating any Xenia Benefit Plan or Xenia Individual Agreement at any time, subject to the terms and conditions thereof, or (b) prohibit any Inland American Entity from amending, modifying or terminating any Inland American Benefit Plan or any Inland American Individual Agreement at any time, subject to the terms and conditions thereof. In addition, nothing in this Agreement shall be interpreted as an amendment or other modification of any Benefit Plan.

Section 9.4 Effect on Employment . Without limiting any other provision of this Agreement, none of the Distribution or any actions taken in furtherance of the Distribution, whether under the Separation Agreement, this Agreement, any other Ancillary Agreement or otherwise, in any case, shall in and of itself cause any employee to be deemed to have incurred a termination of employment or service or, except as expressly provided in this Agreement, to entitle such individual to any payments or benefits under any Benefit Plan or otherwise. Furthermore, nothing in this Agreement is intended to or shall confer upon any Inland American Employee, Former Inland American Employee, Xenia Employee or Former Xenia Employee any right to continued employment or service, or any recall or similar rights to an individual on layoff or any type of approved leave.

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Section 9.5 Consent Of Third Parties . If any provision of this Agreement is dependent on the consent or action of any third party, the Parties hereto shall use their commercially reasonable efforts to obtain such consent or cause such action. If such consent is withheld or such action is not taken, the Parties hereto shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent or take action, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory alternative manner.

Section 9.6 Beneficiary Designation/Release Of Information/Right To Reimbursement . Without limiting any other provision hereof, to the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Xenia Participants under Inland American Benefit Plans and in effect immediately prior to the Effective Time shall be transferred to and be in full force and effect under the corresponding Xenia Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Xenia Participant.

Section 9.7 Compliance . As of the Distribution Date, Xenia (acting directly or through any Xenia Entity) shall be solely responsible for compliance under ERISA with respect to each Xenia Benefit Plan.

ARTICLE X

MISCELLANEOUS

Section 10.1 Non-Occurrence of Distribution . Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Effective Time, all actions and events that are, under this Agreement, to be taken or occur effective prior to, as of or following the Effective Time, or otherwise in connection with the Separation, shall not be taken or occur, except to the extent otherwise determined by Inland American.

Section 10.2 Section 409A . Notwithstanding anything in this Agreement to the contrary, with respect to any compensation or benefits that may be subject to Section 409A of the Code and related Department of Treasury guidance thereunder, the Parties agree to negotiate in good faith regarding any treatment different from that otherwise provided herein to the extent necessary or appropriate to (a) exempt such compensation and benefits from Section 409A of the Code, (b) comply with the requirements of Section 409A of the Code, and/or (c) otherwise avoid the imposition of tax under Section 409A of the Code; provided , however , that this Section 10.2 does not create an obligation on the part of either Party to adopt any amendment, policy or procedure, to take any other action or to indemnify any Person for any failure to do any of the foregoing.

Section 10.3 Entire Agreement . This Agreement and the Exhibits referenced herein and attached hereto, as well as the Separation Agreement and any other agreements and documents referred to herein or therein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the Parties with respect to such subject matter. No agreements or understandings exist between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

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Section 10.4 Counterparts; Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 10.5 Survival of Agreements . Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.6 Notices . All notices, demands and other communications required to be given to a Party hereunder shall be in writing and shall be personally delivered, sent by a nationally recognized overnight courier, or mailed by registered or certified mail (postage prepaid, return receipt requested) to such Party at the relevant street address set forth below (or at such other street address as such Party may designate from time to time by written notice in accordance with this provision):

To Inland American:

Inland American Real Estate Trust, Inc.

2809 Butterfield Road

Oak Brook, Illinois 60523

Attention: President and Chief Executive Officer

To Xenia:

Xenia Hotels & Resorts, Inc.

200 S. Orange Avenue, Suite 1200

Orlando, Florida 32801

Attention: President and Chief Executive Officer

Notice by courier or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or similar acknowledgment. All notices and communications delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal delivery.

(a) Waivers . Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or the Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is executed by a writing signed by an authorized representative of such Party. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be construed to be a waiver by the waiving Party of any subsequent or other default, nor shall it in any

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way affect the validity of this Agreement or prejudice the rights of the other Party, thereafter, to enforce each and every such provision. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 10.7 Amendments . Subject to the terms of Sections 10.9 , this Agreement may not be amended except by an agreement in writing signed by both Parties.

Section 10.8 Assignment; Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided , however , that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, no consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all of the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 10.9 Termination . Upon written notice, this Agreement may be terminated at any time prior to the Effective Time by and in the sole discretion of Inland American without the approval of any other Party. In the event of such termination, neither Party shall have any Liability any kind to the other Party.

Section 10.10 Performance . Each of Inland American with respect to the Inland American Entities and Xenia with respect to the Xenia Entities shall cause to be performed, and hereby guarantees the performance of, and all actions, agreements and obligations set forth in this Agreement by such Persons.

Section 10.11 No Third-Party Beneficiaries . Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Without limiting the generality of the foregoing, in no event shall any Inland American Employee, Former Inland American Employee, Inland American Participant, Xenia Employee, Former Xenia Employee or Xenia Participant (or any dependent, beneficiary or alternate payee of any of the foregoing) have any third-party rights under this Agreement.

Section 10.12 Title and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

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Section 10.13 Exhibits . The Exhibits attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 10.14 Governing Law . This Agreement, and the legal relations between the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws rules thereof, to the extent such rules would require the application of the law of another jurisdiction.

Section 10.15 Dispute Resolution . The provisions of Sections 10.1 – 10.3 of the Separation Agreement shall apply , mutatis mutandis , to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or the transactions contemplated hereby.

Section 10.16 Waiver of Jury Trial . EACH PARTY IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY A PARTY TO COMPEL THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN SECTION 10.15 OF THIS AGREEMENT AND ARTICLE X OF THE SEPARATION AGREEMENT AND THE ENFORCEMENT OF ANY AWARDS OR DECISION OBTAINED FROM SUCH ARBITRATION PROCEEDING, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Section 10.17 Specific Performance . Subject to the provisions of Sections 10.1 – 10.3 of the Separation Agreement, from and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, may be inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 10.18 Severability . If any term or other provision of this Agreement or the Exhibits attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

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Section 10.19 Force Majeure . Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as, and to the extent to which, the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause. For purposes of this Agreement “ Force Majeure ” means with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person), or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

Section 10.20 Construction . This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 10.21 Limited Liability . Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of Inland American or Xenia, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Inland American or Xenia, as applicable, under this Agreement and, to the fullest extent legally permissible, each of Inland American, for itself and the Inland American Entities, and Xenia for itself and the Xenia Entities, and in each case, for their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.

Exhibit 10.14

XENIA HOTELS & RESORTS, INC., XHR HOLDING, INC.

AND XHR LP

2015 INCENTIVE AWARD PLAN

ARTICLE 1.

PURPOSE

The purpose of the Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan (the “ Plan ”) is to promote the success and enhance the value of Xenia Hotels & Resorts, Inc., a Maryland corporation (the “ Company ”), XHR Holding, Inc. (the “ TRS ”) and XHR LP (the “ Partnership ”) by linking the individual interests of Employees, Consultants and members of the Board and TRS Directors to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to the Company, the TRS, the Partnership and their subsidiaries in their ability to motivate, attract, and retain the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s, the TRS’ and the Partnership’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “ Administrator ” shall mean the entity that conducts the general administration of the Plan as provided in Article 11 hereof. With reference to the duties of the Administrator under the Plan which have been delegated to one or more persons pursuant to Section 11.6 hereof, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “ Affiliate ” shall mean the Partnership, the TRS, any Parent or any Subsidiary.

2.3 “ Applicable Accounting Standards ” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4 “ Applicable Law ” shall mean any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

2.5 “ Award ” shall mean an Option, a Restricted Stock award, a Performance Bonus Award, a Dividend Equivalent award, a Stock Payment award, a Restricted Stock Unit award, a Performance Share award, an Other Incentive Award, an LTIP Unit award or a Stock Appreciation Right, which may be awarded or granted under the Plan.

2.6 “ Award Agreement ” shall mean any written notice, agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

2.7 “ Board ” shall mean the Board of Directors of the Company.

2.8 “ Change in Control ” shall mean the first to occur of any of the events set forth in the following paragraphs: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or an Affiliate or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; (ii) a merger, reverse merger or other business combination or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation other than an Affiliate of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation; (iii) a majority of the members of the Board in effect on the Effective Date are replaced during any 12 month period after the Effective Date by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; or (iv) a person (or group), other than an Affiliate, acquires (or has acquired, during a 12-month period), assets that have a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all assets of the Company immediately prior to such acquisition.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i), (ii), (iii) or (iv) above with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event” (within the meaning of Section 409A of the Code). Consistent with the terms of this Section 2.8, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

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2.9 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.10 “ Committee ” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 11 hereof.

2.11 “ Common Stock ” shall mean the common stock of the Company, par value $0.01 per share.

2.12 “ Company ” shall mean Xenia Hotels & Resorts, Inc., a Maryland corporation.

2.13 “ Consultant ” shall mean any consultant or advisor of the Company, the TRS, the Partnership or any Subsidiary who qualifies as a consultant or advisor under the applicable rules of Form S-8 Registration Statement.

2.14 “ Covered Employee ” shall mean any Employee who is, or could become, a “covered employee” within the meaning of Section 162(m) of the Code.

2.15 “ Director ” shall mean a member of the Board, as constituted from time to time.

2.16 “ Distribution Date ” shall have the meaning set forth in that certain Separation and Distribution Agreement, by and between Inland American Real Estate Trust, Inc. (“ Inland American ”) and the Company, which provides for the distribution of the Common Stock by Inland American to its stockholders.

2.17 “ Dividend Equivalent ” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2 hereof.

2.18 “ DRO ” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.19 “ Effective Date ” shall mean the date immediately prior to the Distribution Date.

2.20 “ Eligible Individual ” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.

2.21 “ Employee ” shall mean any officer or other employee (within the meaning of Section 3401(c) of the Code) of the Company, the TRS, the Partnership or any Subsidiary.

2.22 “ Equity Restructuring ” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding stock-based Awards.

2.23 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

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2.24 “ Fair Market Value ” shall mean, as of any given date, the value of a Share determined as follows:

(a) If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c) If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

2.25 “ Greater Than 10% Stockholder” shall mean an individual then-owning (within the meaning of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code, respectively).

2.26 “ Incentive Stock Option ” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.27 “ Individual Award Limit ” shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof.

2.28 “ LTIP Unit ” shall mean an “LTIP Unit” of the Partnership (as defined in the Partnership Agreement”) that is granted pursuant to Section 9.7 hereof and is intended to constitute a “profits interest” within the meaning of the Code.

2.29 “ Non-Employee Director ” shall mean a Director of the Company or a TRS Director, in either case, who is not an Employee.

2.30 “ Non-Qualified Stock Option ” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

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2.31 “ Option ” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6 hereof. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided , however , that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

2.32 “ Organizational Documents ” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

2.33 “ Other Incentive Award ” shall mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 9.6 hereof.

2.34 “ Parent ” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.35 “ Participant ” shall mean a person who has been granted an Award pursuant to the Plan.

2.36 “ Partnership ” shall mean XHR LP, a Delaware limited partnership.

2.37 “ Partnership Agreement ” shall mean the Third Amended and Restated Agreement of Limited Partnership of XHR LP, as the same may be amended, modified or restated from time to time.

2.38 “ Performance-Based Compensation ” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

2.39 “ Performance Bonus Award ” shall mean an Award that is granted under Section 9.1 hereof.

2.40 “ Performance Criteria ” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings or adjusted net earnings (in each case, either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital); (vii) return on assets; (viii) return on net assets; (ix) return on capital or return on

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invested capital; (x) return on stockholders’ equity; (xi) stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations; (xvi) adjusted funds from operations; (xvii) core funds from operations; (xviii) cash available for distribution; (xix) productivity; (xx) expenses; (xxi) margins; (xxii) working capital; (xxiii) earnings or loss per share; (xxiv) adjusted earnings or loss per share; (xxv) price per Share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xxvi) revenue per available room (RevPAR); (xxvii) implementation or completion of critical projects; (xxviii) market share; (xxix) debt levels or reduction; (xxx) comparisons with other stock market indices; (xxxi) financing and other capital raising transactions; (xxxii) acquisition activity; (xxxiii) economic value-added; (xxxiv) customer satisfaction, (xxxv) earnings as a multiple of interest expense; and (xxxvi) total capital invested in assets, any of which may be measured either in absolute terms for the Company or any operating unit of the Company or as compared to any incremental increase or decrease, or on a relative basis, or as compared to results of a peer group or to market performance indicators or indices.

(b) The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.41 “ Performance Goals ” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall performance of the Company, the TRS, the Partnership, any Subsidiary, any division or business unit thereof or an individual. The achievement of each Performance Goal shall be determined in accordance with Applicable Accounting Standards.

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2.42 “ Performance Period ” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, vesting of, and/or the payment of, an Award.

2.43 “ Performance Share ” shall mean a contractual right awarded under Section 9.5 hereof to receive a number of Shares or the Fair Market Value of such number of Shares in cash based on the attainment of specified Performance Goals or other criteria determined by the Administrator.

2.44 “ Permitted Transferee ” shall mean, with respect to a Participant, any “family member” of the Participant, as defined under the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other transferee specifically approved by the Administrator, after taking into account Applicable Law.

2.45 “ Plan ” shall mean this Xenia Hotels & Resorts, Inc., XHR Holdings, Inc. and XHR LP 2015 Incentive Award Plan, as it may be amended from time to time.

2.46 “ Program ” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.47 “ REIT ” shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

2.48 “ Restricted Stock ” shall mean an award of Shares made under Article 8 hereof that is subject to certain restrictions and may be subject to risk of forfeiture.

2.49 “ Restricted Stock Unit ” shall mean a contractual right awarded under Section 9.4 hereof to receive in the future a Share or the Fair Market Value of a Share in cash.

2.50 “ Securities Act ” shall mean the Securities Act of 1933, as amended.

2.51 “ Share Limit ” shall have the meaning provided in Section 3.1(a) hereof.

2.52 “ Shares ” shall mean shares of Common Stock.

2.53 “ Stock Appreciation Right ” shall mean an Award entitling the Participant (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

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2.54 “ Stock Payment ” shall mean a payment in the form of Shares awarded under Section 9.3 hereof.

2.55 “ Subsidiary ” shall mean (a) a corporation, association or other business entity of which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Company, the TRS, the Partnership and/or by one or more Subsidiaries, (b) any partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly, by the Company, the Partnership, the TRS and/or by one or more Subsidiaries, and (c) any other entity not described in clauses (a) or (b) above of which fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise), pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company, the Partnership, the TRS and/or by one or more Subsidiaries.

2.56 “ Substitute Award ” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.57 “ Termination of Service ” shall mean, unless otherwise determined by the Administrator:

(a) As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Director with the Company or any Affiliate.

(b) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the Company or any Affiliate.

(c) As to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding terminations where the Participant simultaneously commences or remains in service as a Consultant and/or Director with the Company or any Affiliate.

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The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service; provided , however , that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

2.58 “ TRS ” shall mean XHR Holding, Inc.

2.59 “ TRS Director ” shall mean a member of the Board of Directors of the TRS.

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares .

(a) Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 7,000,000 Shares (the “ Share Limit ”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 7,000,000 Shares. Each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Individual Award Limits set forth in Section 3.3 hereof.

(b) If any Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 12.2 hereof). Notwithstanding anything to the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 hereof at the same price paid by the Participant so that such Shares are returned to

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the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except to the extent required by reason of Section 422 of the Code. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan to the extent that grants of Awards using such available shares are (i) permitted without stockholder approval under the rules of the principal securities exchange on which the Common Stock is then listed and (ii) made only to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

3.2 Stock Distributed . Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock or Common Stock purchased on the open market.

3.3 Limitation on Number of Shares Subject to Awards . Notwithstanding any provision in the Plan to the contrary, and subject to Section 12.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 700,000 Shares, (b) the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $10,000,000, and (c) the maximum aggregate value (determined as of the date of grant under Applicable Accounting Standards), determined as of the date of grant, of Awards that may be granted to any Non-Employee Director during any calendar year shall be $300,000 (together, the “ Individual Award Limits ”).

ARTICLE 4.

GRANTING OF AWARDS

4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan.

4.2 Award Agreement . Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of

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the Plan and any applicable Program. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3 Limitations Applicable to Section 16 Persons . Notwithstanding anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law.

4.4 At-Will Service . Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, Director or Consultant of the Company or any Affiliate, or shall interfere with or restrict in any way the rights of the Company or any Affiliate, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of any Participant’s employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant and the Company or any Affiliate.

4.5 Foreign Participants . Notwithstanding any provision of the Plan or an applicable Program to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange or Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided , however , that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.

4.6 Stand-Alone and Tandem Awards . Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

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ARTICLE 5.

PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS

PERFORMANCE-BASED COMPENSATION

5.1 Purpose . The Administrator, in its sole discretion, may determine whether any Award is intended to qualify as Performance-Based Compensation. If the Administrator, in its sole discretion, decides to grant an Award that is intended to qualify as Performance-Based Compensation, then the provisions of this Article 5 shall control over any contrary provision contained in the Plan or any applicable Program. The Administrator may in its sole discretion grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.

5.2 Procedures with Respect to Performance-Based Compensation . To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than ninety (90) days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Administrator shall, in writing, (a) designate one or more Eligible Individuals; (b) select the Performance Criteria applicable to the Performance Period; (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria; and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Administrator shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, unless otherwise provided in an Award Agreement, the Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the Performance Period.

5.3 Payment of Performance-Based Compensation . Unless otherwise provided in the applicable Program or Award Agreement (and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code), the holder of an Award that is intended to qualify as Performance-Based Compensation must be employed by the Company or an Affiliate throughout the applicable Performance Period. Unless otherwise provided in the applicable Program or Award Agreement, a Participant shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such Performance Period are achieved.

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