UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
February 14, 2018

PEBBLEBROOK HOTEL TRUST
__________________________________________
(Exact name of registrant as specified in its charter)
Maryland
001-34571
27-1055421
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
7315 Wisconsin Avenue, Suite 1100 West, Bethesda, Maryland
 
20814
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
(240) 507-1300

Not Applicable
_____________________________________________
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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





Item 1.01. Entry into a Material Definitive Agreement.
The information regarding the Share Award Agreements and Performance Unit Award Agreements set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 1.01. Copies of the forms of such agreements are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2018, the Board of Trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”) approved, as recommended by the Compensation Committee of the Board (the “Compensation Committee”), compensatory arrangements in which the executive officers of the Company will participate for 2018.
For 2018, the Compensation Committee and the Board determined that compensation for each executive will consist of: (i) an annual cash base salary; (ii) an annual cash bonus incentive award under the Company’s 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (the “Plan”); and (iii) awards of long-term equity-based compensation under the Plan. The awards of long-term equity-based compensation consist of restricted Common Shares and performance units. The restricted Common Shares are subject to pro rata time-based vesting provisions over a three-year period beginning January 1, 2019. The performance units are subject to performance-based vesting over a three-year performance period and will vest, if at all, after January 1, 2021 only if certain enumerated performance objectives are achieved. If vested, the performance units will be settled in the form of Common Shares, pursuant to the Plan. Of the long-term equity-based compensation awarded to each executive officer, 40% is in the form of restricted Common Shares subject to pro rata time-based vesting and 60% is in the form of performance units subject to performance-based vesting.
The following table shows each of the three components of target total compensation as a percentage of target total compensation for 2018 as determined by the Compensation Committee and the Board.
 
 
2018 Target Compensation:
 
 
Components as a Percentage of Target Total Compensation (1)
 
 
Base Salary
 
Target Cash Incentive Bonus
 
Target Equity-Based Compensation (2)
 
 
 
 
 
 
 
Jon E. Bortz
 
18%
 
29%
 
53%
 
 
 
 
 
 
 
Raymond D. Martz
 
24%
 
23%
 
52%
 
 
 
 
 
 
 
Thomas C. Fisher
 
24%
 
23%
 
52%
___________________
 
 
 
 
 
 
(1)  Target total compensation includes base salary, target cash incentive bonus, time-based restricted Common Shares and the target amount of performance units, as discussed below.
(2)  Percentages include the February 2018 awards of time-based restricted Common Shares and performance units, which comprise 40% and 60%, respectively, of the target equity-based compensation amount.






Base Salary and Annual Cash Incentive Bonus
The Compensation Committee and the Board approved the following cash compensation arrangements for 2018 for each of the executive officers:
 
 
 
 
 
Target Cash Incentive Bonus as a % of
 
Base Salary
 
Target Cash Incentive Bonus
 
Base Salary
 
Target Total Compensation (1)
 
 
 
 
 
 
 
 
Jon E. Bortz
$750,000
 
$1,203,750
 
161%
 
53%
 
 
 
 
 
 
 
 
Raymond D. Martz
$450,000
 
$428,000
 
95%
 
52%
 
 
 
 
 
 
 
 
Thomas C. Fisher
$450,000
 
$428,000
 
95%
 
52%
___________________
 
 
 
 
 
 
 
(1)  Target total compensation includes base salary, target cash incentive bonus, time-based restricted Common Shares and the target amount of performance units, as discussed below.

For each executive, the target cash incentive bonus is contingent on the Company meeting the target levels of certain management objectives and goals established by the Board (the “2018 Annual Objectives”), which are set at the beginning of the year and are designed to align the incentives of the Company’s employees and management with the interests of the Company’s shareholders. The actual amount of cash bonus that will be paid in 2019 for performance in 2018 will depend on the Company’s performance against the 2018 Annual Objectives and could be as little as zero or as much as 200% of the target cash incentive bonus.
There are five 2018 Annual Objectives:
30% is determined by the percentage growth of the Company’s comparable hotel-level earnings before interest, taxes, depreciation and amortization (“EBITDA”) from December 31, 2017 to December 31, 2018 compared to the average percentage growth in the same measure for a group of six peer companies in the full service hotel sector, Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Park Hotels & Resorts Inc., Sunstone Hotel Investors, Inc. and Xenia Hotels & Resorts, Inc. (together, the “Peer Group”), (the “2018 EBITDA Growth Objective”);
20% is determined by the growth of the Company’s adjusted funds from operations (“Adjusted FFO”) per Common Share from December 31, 2017 to December 31, 2018 compared to the same measure per share provided in the Company’s budget for 2018 (the “2018 Adjusted FFO Growth Objective”);
20% is determined by the growth in the Company’s RevPAR penetration index from December 31, 2017 to December 31, 2018 compared to the competitive sets for the Company’s portfolio (the “2018 RevPar Penetration Objective”);
10% is determined by the amount of annualized hotel-level EBITDA improvements that can be made based on asset management enhancements identified during 2018 (the “2018 Asset Management Objective”); and
20% is determined by the degree to which particular business objectives, including asset management initiatives, acquisition/disposition goals, corporate finance and balance sheet goals and internal controls and compliance, are met (the “2018 Operating Objective”).






The level of performance against each 2018 Annual Objective will be measured relative to a target. The payout level of each objective varies by level of performance achieved, from a minimum of 0% up to target and maximum amounts that differ by objective, as shown in the following table:

2018 Annual Objectives
 
Minimum % of Target Bonus
Decrease Increment
Target Performance and % of Target Bonus
Increase Increment
Maximum % of Target Bonus
2018 EBITDA Growth
Performance (relative to Target Performance)
 
For every 100 basis points ("bps") below
EBITDA Growth = Peer-Group Average
For every 100 bps above target
 
Payout Level (% of Target Bonus)
0%
700 bps less
25%
700 bps more
75%
 
 
 
 
 
 
 
2018 Adjusted FFO per share
Performance (relative to Target Performance)
 
For every $0.0125 below target
Adjusted FFO = Budgeted Amount
For every $0.0125 above target
 
Payout Level (% of Target Bonus)
0%
100 bps less
20%
100 bps more
60%
 
 
 
 
 
 
 
2018 RevPAR Penetration

Performance (relative to Target Performance)
 
For every 15 bps below target

150 bps increase in RevPAR Penetration

For every 15 bps above target

 
Payout Level (% of Target Bonus)
0%
200 bps less
25%
200 bps more
75%
 
 
 
 
 
 
 
2018 Asset Management
Performance (relative to Target Performance)
≤ $0.5M identified
 
$1.5M identified
 
≥ $2.0M identified
Payout Level (% of Target Bonus)
0%
 
10%
 
20%
 
 
 
 
 
 
 
2018 Operating
Performance (relative to Target Performance)
1
2
3
4
5
Payout Level (% of Target Bonus)
0%
10%
20%
30%
40%
 
 
 
 
 
 
 
Aggregate (as percent of Target Bonus)
0%
 
100%
 
200%

Regardless of the Company’s actual performance against one or more of the 2018 Annual Objectives, no executive officer will be entitled to receive more than a maximum of 200% of his target cash incentive bonus for an annual cash bonus incentive award. In addition, each 2018 Annual Objective has a maximum cap on the percentage of the target cash incentive bonus that the executive officers may earn: 75%, 60%, 75%, 20% and 40% in the case of the 2018 EBITDA Growth Objective, the 2018 Adjusted FFO Growth Objective, the 2018 RevPAR Penetration Objective, the 2018 Asset Management Objective and the 2018 Operating Objective, respectively.





Long-Term Equity Incentive Awards
The Compensation Committee and the Board approved long-term equity incentive awards to each executive officer for 2018, consisting of an award of restricted Common Shares subject to time-based vesting and an award of performance units subject to performance-based vesting (which, if vested, will settle in the form of Common Shares). Long-term equity incentive awards are intended to provide grantees with an incentive to promote the long-term success of the Company in line with the interest of the Company’s shareholders.
Award of Time-Based Restricted Common Shares
For 2018, the Board awarded time-based restricted Common Shares, which will vest ratably on January 1, 2019, January 1, 2020 and January 1, 2021, provided that the recipient remains employed by the Company through the applicable vesting date or as otherwise described below, to Messrs. Bortz, Martz and Fisher as follows:
Mr. Bortz - 23,619 shares;
Mr. Martz - 10,509 shares; and
Mr. Fisher - 10,509 shares.

The vesting-related terms of the time-based restricted Common Share awards granted to each of Messrs. Bortz, Martz and Fisher also provide that:
upon a change in control of the Company, unvested awards vest;
upon termination of the executive’s employment with the Company because of his death or disability, unvested awards vest;
upon resignation of the executive for good reason (which must be in connection with or within one year after a change in control), unvested awards vest;
upon termination of the executive’s employment with the Company without cause, unvested awards vest; and
upon termination of the executive’s employment with the Company for cause, unvested awards are forfeited.

Except as described above, any awards that are unvested at the time the executive terminates his employment with the Company are forfeited.
A copy of the form of agreement pursuant to which the restricted Common Shares were awarded (the "Share Award Agreement") is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Award of Performance Units
For 2018, the Board awarded performance units (which, if vested, will settle in the form of Common Shares) to each of the Company’s executive officers. The performance units will vest only if, and to the degree that, long-term performance criteria established by the Board (the “2018 Long-Term Objectives”) are met, provided that the recipient remains employed by the Company through January 1, 2021 or as otherwise described below.
There are two 2018 Long-Term Objectives:
65% is determined by the Company’s total shareholder return (Common Share price appreciation/depreciation plus paid dividends) (“TSR”) measured from December 31, 2017 through December 31, 2020 compared to the TSR of each member of the Peer Group (the “2018 Relative TSR Objective”); and
35% is determined by the Company’s TSR from December 31, 2017 through December 31, 2020 (the “2018 Absolute TSR Objective”).






The level of performance against each 2018 Long-Term Objective will be measured relative to a target. The payout level of each objective varies by level of performance achieved, from a minimum of 0% up to target and maximum amounts that differ by objective, as shown in the following table (and payout levels between minimum and target, or between target and maximum, will be interpolated):
2018 Long-Term Objectives
 
Minimum % of Target Bonus
Target Performance and % of Target Bonus
Maximum % of Target Bonus
2018 Relative TSR
Performance (relative to Target Performance)
TSR <  Peer Group min.
TSR in 50 th  percentile of Peer-Group
TSR >  Peer Group max.
Payout Level (percent of Target Bonus)
0%
65%
162.5%
 
 
 
 
 
2018 Absolute TSR
Performance (relative to Target Performance)
<  0% TSR
6% TSR
>  15% TSR
Payout Level (percent of Target Bonus)
0%
35%
87.5%
 
 
 
 
 
Aggregate (as percent of Target Bonus)
0%
100%
200%

Regardless of the Company’s actual performance against one or more of the 2018 Long-Term Objectives, the maximum amount of performance units that can vest for any of the executive officers is 200% of the executive’s target number of performance units.
The target and maximum number of performance units subject to the 2018 Long-Term Objectives for the Company’s three executive officers are as follows, and in each case the minimum number is zero:
Mr. Bortz - 35,428 target (70,856 maximum);
Mr. Martz - 15,764 target (31,528 maximum); and
Mr. Fisher - 15,764 target (31,528 maximum).

For each executive, the actual amount of performance units that will vest (and be settled in the form of Common Shares) after December 31, 2020 will depend on the Company’s performance against the 2018 Long-Term Objectives as determined by the Compensation Committee and requires that the recipient remains employed by the Company through December 31, 2020 or as otherwise described below. The performance units will, prior to vesting, not be entitled either to receive dividends or to be voted, but dividends will, in effect, accrue on the units and will be paid if, but only if, and to the extent the performance units vest and are settled in the form of Common Shares.
The vesting-related terms of the performance units granted to each of Messrs. Bortz, Martz and Fisher also provide that, prior to December 31, 2020, upon termination of the executive’s employment with the Company: (i) for cause, the unvested units are forfeited; and (ii) under the following scenarios, the number of units that shall vest will be up to the greater of (x) the target number of units and (y) the number of units determined by the performance provisions:
upon a change in control of the Company;
upon termination of the executive’s employment with the Company because of his death or disability;
upon resignation of the executive for good reason (which must be in connection with or within one year after a change in control); and
upon termination of the executive’s employment with the Company without cause.






A copy of the form of agreement pursuant to which the performance units were awarded (the “Performance Unit Award Agreement”) is filed herewith as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
Exhibit No.
 
Description
10.1
 
Form of Share Award Agreement (time-based vesting) for Executive Officers
10.2
 
Form of Performance Unit Award Agreement for Executive Officers
† Filed herewith.
 
 






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
PEBBLEBROOK HOTEL TRUST
  
 
 
 
 
Date: February 16, 2018
 
By:
 
/s/ Raymond D. Martz
 
 
 
 
Raymond D. Martz
 
 
 
 
Executive Vice President, Chief Financial Officer, Treasurer and Secretary














































Exhibit 10.1

PEBBLEBROOK HOTEL TRUST

Form of Share Award Agreement (time-based vesting) for Executive Officers


THIS SHARE AWARD AGREEMENT (this “ Agreement ”), dated as of the __ day of _________, 20__, governs the Share Award granted by PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “ Company ”), to _________________________ (the “ Participant ”), in accordance with and subject to the provisions of the Company’s 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended through February 15, 2017 (the “ Plan ”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1.     Grant of Share Award. In accordance with the Plan, and effective as of ________ __, 20__ (the “ Date of Grant ”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Share Award of _______ Common Shares (the “ Share Award ”).

2.     Vesting. The Participant’s interest in the Common Shares covered by the Share Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b), (c), (d), (e) and (f) below.

(a)     Continued Employment. The Participant’s interest in one-third of the Common Shares covered by the Share Award shall become vested and nonforfeitable on January 1, 20__ if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date. The Participant’s interest in an additional one-third of the Common Shares covered by the Share Award shall become vested and nonforfeitable on January 1, 20__ if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date. The Participant’s interest in the remaining one-third of the Common Shares covered by the Share Award shall become vested and nonforfeitable on January 1, 20__ if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date.

(b)     Change in Control. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on a Control Change Date if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such Control Change Date.

(c)     Death or Disability. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment ends on account of the Participant’s death or permanent and total disability (as defined in Code section 22(e)(3)) and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date of death or permanent and total disability.

(d)     Termination of Employment Without Cause. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i)





such employment is terminated by the Company or an Affiliate without Cause and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date of termination. For purposes of this Agreement, the term “ Cause ” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; (iii) the Participant breached the Participant’s obligations or covenants restricting the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed to follow a proper directive of the Board within the scope of the Participant’s duties (which shall be capable of being performed by the Participant with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within 30 days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal.

(e)     Termination of Employment for Cause. If the Participant’s employment by the Company or its Affiliates ends on account of a termination of the Participant’s employment by the Company or an Affiliate for Cause and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, the Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested) shall be forfeited; provided, however , that in the event the Participant is terminated for Cause as defined in clause (i) of paragraph (2)(d) and the Participant is subsequently acquitted of the act or acts referred to therein, then the Participant shall be deemed for purposes of this Agreement to have been terminated without Cause as of the date of the termination and the Participant’s interest in the Common Shares covered by the Share Award shall become vested and nonforfeitable to the extent provided in paragraph 2(d) notwithstanding that a number of the Common Shares covered by the Share Award may have been previously forfeited due to the termination of the Participant's employment for Cause based on such charge.

(f)     Termination of Employment by the Participant for Good Reason. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Participant for Good Reason as defined in, and in accordance with the terms of, that certain Change-in-Control Severance Agreement entered into as of _________ __, 20__ by and between the Company and the Participant and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until such date of termination.

Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminates.

3.     Transferability. Common Shares covered by the Share Award that have not become vested and nonforfeitable as provided in Section 2 cannot be transferred. Common Shares covered by the Share Award may be transferred, subject to the requirements of applicable securities laws, after they become vested and nonforfeitable as provided in Section 2.






4.     Shareholder Rights. On and after the Date of Grant and prior to their forfeiture, the Participant shall have all of the rights of a shareholder of the Company with respect to the Common Shares covered by the Share Award, including the right to vote the shares and to receive, free of all restrictions, all dividends declared and paid on the shares. Notwithstanding the preceding sentence, the Company shall retain custody of any certificates evidencing the Common Shares covered by the Share Award until the date that the Common Shares become vested and nonforfeitable and the Participant hereby appoints the Company’s Secretary as the Participant’s attorney in fact, with full power of substitution, with the power to transfer to the Company and cancel any Common Shares covered by the Share Award that are forfeited under Section 2.

5.     No Right to Continued Employment. The grant of the Share Award does not give the Participant any rights with respect to continued employment by the Company or an Affiliate.

6.     Governing Law. This Agreement shall be governed by the laws of the State of Maryland except to the extent that Maryland law would require the application of the laws of another State.

7.     Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

8.     Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan.

9.     Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and his or her successors in interest and the Company and any successors of the Company.

[signature page follows]







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


PEBBLEBROOK HOTEL TRUST
 
PARTICIPANT
 
 
 
By: ________________________
 
___________________________
 
 
 
Title:________________________
 
___________________________




Exhibit 10.2

PEBBLEBROOK HOTEL TRUST

Form of Performance Unit Award Agreement for Executive Officers


THIS PERFORMANCE UNIT AWARD AGREEMENT (this “ Agreement ”) governs the Performance Unit Award granted by PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “ Company ”), to [____________________] (the “ Participant ”), in accordance with and subject to the provisions of the Company’s 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended through February 15, 2017 (the “ Plan ”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1. Grant of Performance Unit Award. In accordance with the Plan, and effective as of February 14, 2018 (the “ Date of Grant ”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Performance Unit Award (the “ Award ”) with respect to [__________] Performance Units, which are referred to herein as the “ Target Performance Units ”. The Award represents the right to receive one Common Share for each Performance Unit that is earned in accordance with, and subject to, the terms of this Agreement. Subject to the terms and conditions of this Agreement, more than 100% of the Target Performance Units may be earned but under no circumstances may more than 200% of the Target Performance Units be earned. The Award includes Dividend Equivalent Rights as described in Section 6.
2. Performance Vesting. The Participant shall earn Performance Units, i.e. , the Participant's interest in Performance Units shall become vested and nonforfeitable (“ Vested ”), to the extent provided in paragraphs 2(a) and 2(b) as determined and certified by the Committee pursuant to Section 5 and as of the date of such certification, provided that the Participant remains employed by the Company or an Affiliate from the Date of Grant until the end of the Measurement Period. No more than 200% of the Target Performance Units can become Vested pursuant to the calculations set forth in paragraphs 2(a) and 2(b). This Agreement shall be interpreted in a manner consistent with the examples of the calculations pursuant to paragraphs 2(a) and 2(b) as set forth on Exhibit A attached hereto.
(a)      Relative TSR Measurement. The Participant’s interest in a number of Performance Units, not to exceed 162.5% of the Target Performance Units, shall become Vested based on Company TSR compared to the TSR of each member of the Peer Group as set forth in this paragraph 2(a). The number of Performance Units, if any, which shall become Vested under this paragraph 2(a) shall in no event exceed 162.5% of the Target Performance Units or be less than zero and shall be calculated according to one of the two following mathematical formulas depending on Percent Rank, and in each case the results shall be calculated to, and rounded up to, the nearest thousandth :



i.
if Percent Rank is less than or equal to 50%, then the formula shall be:
Target Performance Units * (1.3 * Percent Rank)
ii.
if Percent Rank is greater than 50%, then the formula shall be:
Target Performance Units * (1.95 * [Percent Rank – 50%] + 65%)
For the avoidance of doubt,
a.
if Company TSR is less than or equal to the lowest TSR of the members of the Peer Group, then none of the Performance Units shall become Vested under this paragraph 2(a); and
b.
if Company TSR is in the 100 th percentile rank relative to the TSRs of the members of the Peer Group, then a number of Performance Units equal to 162.5% of the Target Performance Units shall become Vested under this paragraph 2(a).
(b)      Absolute TSR Measurement. The Participant’s interest in a number of Performance Units, not to exceed 87.5% of the Target Performance Units, shall become Vested based on Company TSR as set forth in this paragraph 2(b). The number of Performance Units, if any, which shall become Vested under this paragraph 2(b) shall in no event exceed 87.5% of the Target Performance Units or be less than zero and shall be calculated according to the following mathematical formula, and the results shall be calculated to, and rounded up to, the nearest thousandth:
Target Performance Units * (35%/6% 1 * Company TSR) .
For the avoidance of doubt,
i.
if Company TSR is less than or equal to 0%, then none of the Performance Units shall become Vested under this paragraph 2(b); and
ii.
if Company TSR is greater than or equal to 15%, then a number of Performance Units equal to 87.5% of the Target Performance Units shall become Vested under this paragraph 2(b).
3. Termination of Employment. Except as provided in paragraphs 3(a), 3(b), 3(c), 3(d) and 3(e), the Participant’s interest in all of the Performance Units that have not Vested on or before the date on which the Participant’s employment with the Company or an Affiliate terminates or is terminated will be forfeited on the date of such termination.
_________________________
 
 
 
1 The target threshold is for Company TSR to be 6% for each year of the Measurement Period.

2


(a)      Change in Control. If a Control Change Date occurs before January 1, 2021, and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date, the Participant's interest shall become Vested in the greater of (i) 100% of the Target Performance Units and (ii) the number of Performance Units (which may exceed 100% of the Target Performance Units) that become Vested in accordance with paragraphs 2(a) and 2(b). If the Participant's interest in any Performance Units becomes Vested under this paragraph 3(a), then the Participant's interest in no other Performance Units shall become Vested under this Agreement.
(b)      Death or Disability. If the Participant’s employment by the Company or its Affiliates terminates before January 1, 2021, on account of death or disability (as defined in Code section 22(e)(3)) and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, the Participant's interest shall become Vested in the greater of (i) 100% of the Target Performance Units and (ii) the number of Performance Units (which may exceed 100% of the Target Performance Units) that become Vested in accordance with paragraphs 2(a) and 2(b).
(c)      Termination of Employment Without Cause. If the Participant’s employment by the Company or its Affiliates ends before January 1, 2021, on account of a termination of the Participant’s employment by the Company or an Affiliate without Cause and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, the Participant's interest shall become Vested in:
(i)      if the date of such termination is before January 1, 2019, then (A) the greater of (x) one-third of the Target Performance Units and (y) one-third of the number of Performance Units that become Vested in accordance with paragraphs 2(a) and 2(b); plus (B) two-thirds of the Target Performance Units;
(ii)      if the date of such termination is after December 31, 2018 but before January 1, 2020, then (A) the greater of (x) two-thirds of the Target Performance Units and (y) two-thirds of the number of Performance Units that become Vested in accordance with paragraphs 2(a) and 2(b); plus (B) one-third of the Target Performance Units; or
(iii)      if the date of such termination is after December 31, 2019, then the greater of (i) 100% of the Target Performance Units and (ii) the number of Performance Units (which may exceed 100% of the Target Performance Units) that become Vested in accordance with paragraphs 2(a) and 2(b).
(d)      Termination of Employment for Cause. If the Participant’s employment by the Company or its Affiliates ends before January 1, 2021, on account of a termination of the Participant’s employment by the Company or an Affiliate for Cause and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, the Participant’s interest in all of the Performance Units that have not earlier Vested shall be forfeited; provided, however , that in the event the Participant is terminated for Cause as defined in paragraph (7)(a)(i) and the Participant is subsequently acquitted of the act or acts referred to therein, then the Participant shall be deemed for purposes

3


of this Agreement to have been terminated without Cause as of the date of the termination and the Participant's interest shall become Vested in the number of Performance Units determined in accordance with paragraph 3(c) notwithstanding that a number of Performance Units may have been previously forfeited due to the termination of the Participant’s employment for Cause based on such charge.
(e)      Termination of Employment by the Participant for Good Reason. If the Participant’s employment by the Company or its Affiliates ends before January 1, 2021, on account of a termination of the Participant’s employment by the Participant for Good Reason (as defined in, and in accordance with the terms of, that certain Change-in-Control Severance Agreement entered into as of [______________ 20__] by and between the Company and the Participant) and if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, the Participant's interest shall become Vested in the greater of (i) 100% of the Target Performance Units and (ii) the number of Performance Units (which may exceed 100% of the Target Performance Units) that become Vested in accordance with paragraphs 2(a) and 2(b).
4.      Transferability. The Performance Units evidenced by this Agreement cannot be transferred; provided, however , that, subject to the requirements of applicable securities laws, the Participant’s rights in the Performance Units evidenced by this Agreement may be transferred by will or the laws of descent and distribution.
5.      Settlement of Performance Units. As soon as practicable after the end of the Measurement Period, but in all events no later than March 15 of the year following the end of the Measurement Period, the Committee shall determine and certify the extent to which the performance objectives described herein have been achieved and the number of Performance Units that have become Vested (which may be greater than 100% of the Target Performance Units but in no event shall be greater than 200% of the Target Performance Units). As soon as practicable after the Committee’s certification in accordance with the preceding sentence, but in all events no later than March 15 of the year following the end of the Measurement Period, the Company shall issue Common Shares to the Participant in a number equal to the number of Performance Units that the Committee certified have become Vested; provided, however , that only whole Common Shares shall be issued and a cash payment shall be issued in settlement of any fractional Common Share that the Participant is otherwise entitled to receive.
6.      Dividend Equivalent Rights. As soon as practicable after the issuance of Common Shares as described in Section 5, the Company shall make a single sum cash payment to the Participant equal to the cumulative amount of dividends paid during the Measurement Period on the number of Common Shares equal to the number of Performance Units that the Committee certified have become Vested. No cash amount will be paid as Dividend Equivalent Rights with respect to Performance Units that do not become Vested.
7.      Definitions. For purposes of this Agreement, the terms Cause, Company TSR, Measurement Period, Peer Group and TSR shall have the following meanings:

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(a)      Cause ” means that the Board concludes, in good faith and after reasonable investigation, that: (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; (iii) the Participant breached in any material respect the Participant’s obligations or covenants, if any, restricting the recruitment of employees of the Company or an Affiliate to work for another employer set forth in an agreement with the Company; or (iv) the Participant materially failed to follow a proper directive of the Board within the scope of the Participant’s duties (which shall be capable of being performed by the Participant with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within 30 days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal.
(b)      Company TSR ” means the TSR of the Company over the term of the Measurement Period. If, before January 1, 2021, (A) a Change in Control occurs, (B) the Participant’s employment by the Company or its Affiliates terminates on account of death or disability or (C) the Participant’s employment by the Company or its Affiliates terminates without Cause as contemplated by paragraph 3(c), the TSR of the Company for the period from the most recent fiscal year end to the end of the Measurement Period shall be annualized for purposes of calculating Company TSR.
(c)      Measurement Period ” means the period beginning on December 31, 2017 and ending on December 31, 2020; provided, however , that in the event that during such period (A) a Change in Control occurs, (B) the Participant’s employment by the Company or its Affiliates terminates on account of death or disability or (C) the Participant’s employment by the Company or its Affiliates terminates without Cause as contemplated by paragraph 3(c), the Measurement Period shall end on the date of the event described in clause (A), (B) or (C) above for purposes of calculating Company TSR and the TSR of each member of the Peer Group.
(d)      Peer Group ” means the following six companies: Chesapeake Lodging Trust, DiamondRock Hospitality Company, Host Hotel & Resorts, Inc., LaSalle Hotel Properties, Park Hotels & Resorts Inc., Sunstone Hotel Investors, Inc. and Xenia Hotels & Resorts, Inc. If the common shares (or shares of common stock, as applicable) of any member of the Peer Group ceases permanently to be publicly traded during the Measurement Period, such company shall be excluded from the calculations set forth in paragraph 2(a) for any year or quarter during the Measurement Period in which such shares are not publicly traded. If, before January 1, 2021, (A) a Change in Control occurs, (B) the Participant’s employment by the Company or its Affiliates terminates on account of death or disability or (C) the Participant’s employment by the Company or its Affiliates terminates without Cause as contemplated by paragraph 3(c), the arithmetic average of the TSR of each member of the Peer Group for the period from the most recent fiscal year end to the end of the Measurement Period shall be annualized for purposes of the calculations set forth in paragraph 2(a).

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(e)      Percent Rank ” for any given period means Company TSR’s percentile rank relative to the TSRs of the members of the Peer Group and shall be calculated using the Microsoft Excel formula “=PERCENTRANK(X,Y)”, in which “X” shall be a list of the TSRs of each member of the Peer Group for such period, and “Y” shall be Company TSR for such period; provided that if Company TSR for such period is less than the TSR of every member of the Peer Group, then Percent Rank shall be deemed to be 0%, and provided, further, that if Company TSR for such period is greater than the TSR of every member of the Peer Group, then Percent Rank shall be deemed to be 100%.
(f)      TSR ” means the average annual total shareholder (or stockholder, as applicable) return during a given period (i.e., the price appreciation/depreciation per common share (or share of common stock, as applicable) during a given period plus dividends paid on such shares during the same period) of a given entity, expressed as a percentage, as determined using data provided by Bloomberg. For purposes of calculating price appreciation/depreciation per common share (or share of common stock, as applicable), the per-share prices for the beginning and end of each period in the Measurement Period are to be determined by averaging the closing prices for such shares as reported on the New York Stock Exchange (the “ NYSE ”) or other applicable principal securities exchange in which the given entity’s shares are traded for each of the trading days during the last 30 calendar days preceding the start or end, as applicable, of the Measurement Period. For purposes of calculating TSR, dividends for the given period shall be treated as reinvested.
8.      Shareholder Rights. Participant shall not have any rights as a shareholder of the Company with respect to the Performance Units. Upon the issuance of Common Shares in settlement of Performance Units that have become Vested, the Participant shall have all of the rights of a shareholder of the Company with respect to those shares, including the right to vote the shares and to receive dividends on the shares.
9.      No Right to Continued Employment. The grant of the Performance Unit Award pursuant to this Agreement does not give the Participant any rights with respect to continued employment by the Company or an Affiliate.
10.      Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland without reference to principles of conflict of laws.
11.      Conflicts. The Participant agrees that in the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.
12.      Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan.

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13.      Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and the Participant’s successors in interest and the Company and any successors of the Company.
[Signatures appear on following page.]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the Date of Grant.


PEBBLEBROOK HOTEL TRUST
 
[_______________________]
 
 
 
_________________________
 
_________________________
 
 
 
By: [_______________________]
 
 
 
 
 
Title: [_______________________]
 
 






EXHIBIT A - ILLUSTRATIVE EXAMPLES
assuming an award of 50 Target Performance Units (the “ TPUs ”)

I. Relative TSR Measurement (paragraph 2(a))
Formula if Percent Rank ≤ 50%: Vested TPUs = TPUs x 1.3 x Percent Rank
Formula if Percent Rank > 50%: Vested TPUs = TPUs x (1.95 x [Percent Rank – 50%] + 65%)
in each case subject to a maximum of 162.5% of the TPUs and a minimum of 0.

Example A : Company TSR’s PercentRank = 20.0%

= TPUs x 1.3 x Percent Rank
= 50 x 1.3 x 20%
= 50 x 26%
= 13.00 Performance Units à 13 Common Shares

Example B : Company TSR’s PercentRank = 50%

= TPUs x 1.3 x Percent Rank
= 50 x 1.3 x 50%
= 50 x 65%
= 32.5 Performance Units à 32 Common Shares + a cash amount equal to 0.5 Common Shares

Example C : Company TSR’s Percent Rank = 100%

= TPUs x (1.95 x [Percent Rank – 50%] + 65%)
= 50 x (1.95 x [100% - 50%] + 65%)
= 50 x (1.95 x [50%] + 65%)
= 50 x (97.5% + 65%)
= 81.25 Performance Units à 81 Common Shares + a cash amount equal to 0.25 Common Shares

Any fractional units shown would be paid in cash equal to that amount of Common Shares.

A-1


Relative TSR (paragraph 2(a))
Company PercentRank
Units Vested
0.000%
10.000%
6.500
20.000%
13.000
30.000%
19.500
40.000%
26.000
50.000%
32.500
60.000%
42.250
65.000%
47.125
70.000%
52.000
75.000%
56.875
80.000%
61.750
85.000%
66.625
90.000%
71.500
95.000%
76.375
100.000%
81.250

II. Absolute TSR Measurement (paragraph 2(b))
Formula: Vested TPUs = TPUs x (35%/6% x Company TSR)
subject to a maximum of 87.5% of the TPUs and a minimum of 0.

Example A
Company TSR: 18%
= TPUs x (35%/6% x Company TSR)
= 50 x (35%/6% x 18%)
= 50 x 105.0%
= 52.5000, which is above the maximum of 43.75 (87.5% of 50 in this example), so it is reduced to 43.75 Performance Units à 43 Common shares + a cash amount equal to 0.75 Common Shares

Example B
Company TSR: 9%
= TPUs x (35%/6% x Company TSR)
= 50 x (35%/6% x 9%)
= 50 x 52.5%
= 26.250 Performance Units à 26 Common Shares + a cash amount equal to 0.25 Common Shares

Example C
Company TSR: 4.0%
= TPUs x (35%/6% x Company TSR)
= 50 x (35%/6% x 4.0%)
= 50 x 23.33%
= 11.667 Performance Units à 11 Common Shares + a cash amount equal to 0.667 Common Shares

Any fractional units shown would be paid in cash equal to that amount of Common Shares.

A-2


Absolute TSR (paragraph 2(b))
Company TSR
Units Vested
≤0.000%
1.000%
2.917
2.000%
5.833
3.000%
8.750
4.000%
11.667
5.000%
14.583
6.000%
17.500
7.000%
20.417
8.000%
23.333
9.000%
26.250
10.000%
29.167
11.000%
32.083
12.000%
35.000
13.000%
37.917
14.000%
40.833
15.000%
43.750
≥15.000%
43.750

A-3



Percentage of TPUs that become Vested based on calculations pursuant to paragraphs 2(a) and 2(b) under various hypothetical results of Relative TSR Measurement and Absolute TSR Measurement, but in no case shall more than 200% of the TPUs vest.

Relative TSR (paragraph 2(a))
 
Absolute TSR (paragraph 2(b))
Company TSR
% TPUs Vested
 
Company TSR
% TPUs Vested
0.0%
0.0%
 
≤0.00%
0.000%
10.0%
13.0%
 
1.00%
5.833%
20.0%
26.0%
 
2.00%
11.667%
30.0%
39.0%
 
3.00%
17.500%
40.0%
52.0%
 
4.00%
23.333%
50.0%
65.0%
 
5.00%
29.167%
60.0%
84.5%
 
6.00%
35.000%
65.0%
94.3%
 
7.00%
40.833%
70.00%
104.0%
 
8.00%
46.667%
75.00%
113.8%
 
9.00%
52.500%
80.00%
123.5%
 
10.00%
58.333%
85.00%
133.3%
 
11.00%
64.167%
90.00%
143.0%
 
12.00%
70.000%
95.00%
152.8%
 
13.00%
75.833%
100.00%
162.5%
 
14.00%
81.667%
 
 
 
15.00%
87.500%
 
 
 
≥15.00%
87.500%


A-4