BRAEMAR HOTELS & RESORTS INC. : Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

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ARTICLE 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY PROVISIONS OF CERTAIN OFFICERS.

On April 15, 2022Ashford Inc. (the “Advisor”) and Ashford Hospitality Services, LLCa subsidiary of the Adviser (“Ashford Services”), has agreed with Jeremy Welterthe Chief Operating Officer of the Advisor, that as of
July 15, 2022 (the “Resignation Date”), Mr. Welter would terminate the advisor’s employment and service, Ashford Services and their affiliates. Mr. Welter is also the Chief Operating Officer of Ashford Hospitality Trust, Inc. (“Ashford Trust“) and Braemar Hotels & Resorts Inc. (the “Company”) and, accordingly, his duties as Chief Operating Officer of each of the Ashford Trust
and the Company will also terminate from the date of resignation.

Ashford Services and Mr. Welter have entered into a release and waiver agreement (the “Release”) in connection with his departure. According to the Liberation, Mr. Welter will continue to receive his base salary and be eligible for benefits until the date of resignation and, in consideration and subject to a waiver of claims by Mr. Welter and his continued fulfillment of certain post-employment obligations, the parties have agreed, among other things, that from the date of his resignation:

? Mr. Welter will receive a lump sum payment of $750,000 and, from

August 2022payment of $6,397,067 in 24 equal monthly installments;

? Mr. Welter and his eligible dependents will generally remain eligible for

participate and receive reimbursement of health costs,

life insurance and long-term disability plans up to 24 months after the

Date of resignation, and he or they would be eligible thereafter for a maximum of 12

months of COBRA cost reimbursement, if applicable; and

? All outstanding equity incentive awards granted to Mr. Welterincluding those

issued by Ashford Trust and the Company, will be treated as if by Mr. Welter

the termination of employment was committed by the employer without “cause”, as provided for in the

the underlying attribution agreements.

Mr. Welter remains bound by the covenants set forth in his employment agreement with the Advisor and Ashford Services dated
December 20, 2019 (generally related to confidentiality, non-competition and non-solicitation), with certain modifications to the non-solicitation obligations of employees, as provided in the release. According to the Liberation, Mr. Welter also agrees to certain limitations during the 24-month cash payment period described above on its ability to acquire shares of the Advisor, Ashford Trust and the Company and their affiliates and to engage in certain corporate transactions involving such entities, and Mr. Welter is provided a receipt of claims.

The foregoing summary of the Release does not purport to be complete and is qualified in its entirety by the full text of the Release, which is attached to this current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND RECORDS


(d) Exhibits



Exhibit No.   Description
  99.1          Release and Waiver, by and between Ashford Hospitality Services, LLC
              and Jeremy Welter, dated April 15, 2022.
104           Cover Page Interactive Data File (formatted in Inline XBRL and
              contained in Exhibit 101)

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