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ASHFORD INC. (NYSE:AHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ASHFORD INC. (NYSE:AHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February20, 2017, Ashford Inc. (the Company) entered
into the Amended and Restated Employment Agreement (the
Amended and Restated Employment Agreement) by and among
the Company, Ashford Hospitality Advisors, LLC, the operating
company of the Company (Ashford LLC), and Mr.Douglas A.
Kessler, the President of the Company.

Under the Amended and Restated Employment Agreement, effective as
of February21, 2017, Mr.Kessler will be employed by Ashford LLC
to serve as Chief Executive Officer of Ashford Hospitality
Trust,Inc. (Ashford Trust) to the Amended and Restated
Advisory Agreement, dated June10, 2015, as amended from time to
time, by and among the Company, Ashford LLC, Ashford Trust and
their respective affiliates, which provides that Ashford LLC is
responsible for managing Ashford Trusts affairs. Ashford Trust
does not have employees and its executive officers are employees
of Ashford LLC and do not receive cash compensation from Ashford
Trust for serving as its officers. The Amended and Restated
Employment Agreement provides for an initial term ending on
December31, 2017 and will be automatically extended for one
additional year on each subsequent anniversary of December31,
2017 unless Ashford LLC or Mr.Kessler elects not to extend the
term of the Amended and Restated Employment Agreement.

The Amended and Restated Employment Agreement provides that all
restricted equity securities held by Mr.Kessler will become fully
vested if Mr.Kessler is terminated as a result of his death or
disability, by the Company without Cause (including non-renewal
of the Amended and Restated Employment Agreement by the Company),
by Mr.Kessler with Good Reason, or if a Change of Control of the
Company occurs during the term of Mr.Kesslers employment and his
employment is terminated by the Company without Cause or by
Mr.Kessler for any reason on or before the one (1)year
anniversary of the effective date of the Change of Control.

The Amended and Restated Employment Agreement is filed with this
Form8-K as Exhibit10.1 and is incorporated by reference herein.
The foregoing summary of the Amended and Restated Employment
Agreement does not purport to be complete and is qualified in its
entirety by reference to the actual agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number

Description

10.1

Amended and Restated Employment Agreement, dated as of
February20, 2017, by and among Ashford Inc., Ashford
Hospitality Advisors, LLC and Douglas A. Kessler.

About ASHFORD INC. (NYSE:AHT)
Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions. ASHFORD INC. (NYSE:AHT) Recent Trading Information
ASHFORD INC. (NYSE:AHT) closed its last trading session 00.00 at 7.65 with 900,919 shares trading hands.

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