FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Employment Agreement will be effective on the Effective Date
and provides for an initial three-year term, subject to automatic
one-year renewal periods unless either party provides prior
notice of non-renewal as set forth in the Employment Agreement.
to the Employment Agreement, Mr. Goldman will be eligible to
receive the following benefits: (i) an annual base salary of no
less than $725,000; (ii) an annual performance-based cash bonus
to FelCors incentive compensation program for executive officers,
as amended (the Incentive Compensation Program), which provides a
target cash bonus equal to 125% of his base salary and a range
from 50-200% of his base salary for threshold to superior
performance; (iii) annual awards under the long-term equity
incentive program of the Incentive Compensation Program, which
provides a target annual equity award equal to 275% of his base
salary; and (iv) certain welfare, retirement and other benefits
generally available to FelCors other executive officers. The
Employment Agreement contains restrictive covenants protecting
FelCors confidential information, restricting the solicitation of
employees, and imposing non-interference obligations during Mr.
Goldmans employment and for specified periods thereafter.

to the Employment Agreement, if Mr. Goldmans employment is
terminated by reason of death or disability: (i) Mr. Goldman (or
his estate) will be entitled to receive an amount equal to his
base salary otherwise payable through the first anniversary of
the date of death or disability; (ii) any outstanding equity
awards previously granted will be governed by the applicable
award agreements; and (iii) Mr. Goldman, and his covered
dependents, as applicable, will be entitled to certain medical
benefits as set forth in the Employment Agreement. If Mr.
Goldmans employment is terminated by FelCor for cause or by Mr.
Goldman without good reason, he will be entitled to an amount
equal to his base salary payable through the date of his
termination of employment. If Mr. Goldmans employment is
terminated by FelCor without cause or by Mr. Goldman for good
reason: (i) Mr. Goldman will be entitled to receive an amount
equal to 2.5 times the sum of (a) his then-current base salary
and (b) his then-current target bonus; (ii) any outstanding
unvested equity awards previously granted will automatically vest
(subject to adjustment if the termination follows a change in
control, as discussed below); and (iii) Mr. Goldman, and his
covered dependents, as applicable, will be entitled to continued
medical and dental benefits for the remainder of the term and
COBRA benefits beyond the term.

Mr. Goldman and FelCor also entered into a Change in Control and
Severance Agreement, dated February 10, 2017 (the Change in
Control Agreement), containing terms substantially the same as
the change in control and severance agreements between FelCor and
its other officers, including its executive officers, except that
Mr. Goldmans agreement (i) provides for an Applicable Multiple
(as defined in the Change in Control Agreement) of 2.5x, and (ii)
does not provide for any gross-up payments with respect to excise
taxes that may otherwise be imposed as a consequence of the
benefits provided under his agreement. In addition, if a change
of control of FelCor is consummated within the

first 18 months of Mr. Goldmans employment, the Change of Control
Agreement governs the terms by which the acceleration of vesting
of any outstanding unvested equity awards previously granted to
Mr. Goldman will occur.

In addition, on February 16, 2017, the Board of Directors elected
Mr. Goldman as a director of FelCor and nominated him for
re-election by our stockholders at their 2017 annual meeting. Mr.
Goldman has not been named to any committees at this time,
although it is expected that he will serve on the executive
committee and the finance committee following the 2017 annual
meeting of stockholders.

Mr. Goldman has no familial relationship nor any related party
interests required to be disclosed under Items 401(d) and 404(a),
respectively, of Regulation S-K.

The foregoing descriptions of the Employment Agreement and the
Change in Control Agreement are not complete and are qualified in
their entirety by reference to the Employment Agreement and the
Change in Control Agreement, copies of which are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. In addition,
the foregoing description of the Incentive Compensation Program
is not complete and is qualified in its entirety by reference to
the complete description of the Incentive Compensation Program,
previously filed as Exhibit 10.2 to FelCors Current Report on
Form 8-K dated September 16, 2016 and incorporated herein by
reference.

Troy A. Pentecost will continue to serve as FelCors President and
Chief Operating Officer but will no longer serve as FelCors
interim senior executive officer as of the Effective Date.

Item 7.01> Regulation FD Disclosure.

On February 12, 2017, FelCor issued a press release announcing
the appointment of Mr. Goldman as its Chief Executive Officer. A
copy of that press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.