Exhibit 10.1


 


ROBERT L. JOHNSON


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT is made this 1st day of November 2021, by RLJ Lodging Trust, a Maryland real estate
investment trust (the “Company”) and RLJ Lodging Trust, L.P., (the “Operating Partnership”) a Delaware
limited partnership, each with its principal place of business at 3 Bethesda Metro Center, Suite 1000,
Bethesda, MD 20814, and Robert L. Johnson, residing at the address on file with the Company (the
“Executive”).


 


WHEREAS, the Company is the
sole general partner of the Operating Partnership; and


 


WHEREAS, the Executive and
the Company entered into Employment Agreements dated May 14, 2015 and October 31, 2016 (the latter the “Prior Agreement”)
to reflect the Executive’s executive capacities in the Company’s business and to continue to provide for the Company’s
and Operating Partnership’s employment of the Executive;


 


WHEREAS, the Prior Agreement
is expiring on October 31, 2021, and the parties now desire to enter into an amended and restated employment agreement (the “Agreement”)
to continue the terms and conditions of the Executive’s ongoing employment;


 


WHEREAS, the Agreement will
be effective upon the date set forth above;


 


WHEREAS, the allocation of
the rights and obligations between the Company and the Operating Partnership shall be determined by separate agreement of those parties;
and


 


WHEREAS, for purposes of this
Agreement, the term “Company” shall be understood to include the Operating Partnership, unless the context otherwise requires.


 


NOW THEREFORE, in consideration
of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties agree as follows:


 


		1.	Term of Employment



 


(a)            The
Company hereby continues its employment of the Executive, and the Executive hereby accepts such ongoing employment with the Company, upon
the terms and conditions set forth in this Agreement for the period next described (the “Employment Period”). Unless terminated
earlier pursuant to Section 5, the Executive’s employment pursuant to this Agreement shall be for a term commencing on the
date of this Agreement (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Term”).


 


(b)            If
the parties have failed to enter into a new agreement on or before the end of the Term, the Executive’s employment shall terminate
at the end of the Term, and, notwithstanding anything to the contrary in Section 6(c), the Company’s only obligation to Executive
upon such termination will be to accelerate, subject to the conditions of Section 6(c)(vi), the vesting in any unvested portion of
any equity awards granted prior to the end of the Term, and to pay the amounts set forth in Section 6(a). Notwithstanding the foregoing
or anything else contained in this Agreement to the contrary, if Executive is employed on the last day of the Term which is not renewed,
the Board shall determine the amount of any annual bonus to award Executive for the fiscal year in which the end of the Term occurs, based
on the criteria set forth in Section 4(b) and pro-rated for the portion of the calendar year Executive remains employed. The
Company shall pay any such bonus on the date on which the Company’s other employees receive bonuses, regardless of whether Executive
is employed by the Company on that date.


 






     


     


    

 


		2.	Title; Duties



 


The Executive shall continue
his ongoing employment as Executive Chairman of the Board of Trustees of the Company. The Executive shall report to the Board of Trustees,
who shall have the authority to direct, control and supervise the activities of the Executive. The Executive shall perform such services
consistent with his position as may be assigned to him from time to time by the Board of Trustees and are consistent with the bylaws of
the Company and the Amended and Restated Agreement of Limited Partnership of the Operating Partnership as it may be further amended from
time to time, including, but not limited to, managing the affairs of the Company and Operating Partnership.


 


		3.	Extent of Services



 


The Executive agrees not to
engage in any business activities during the Employment Period which may be in conflict with his duties and responsibilities to the Company,
consistent with past practices, and will devote sufficient business time, attention, skill and effort to the performance of his duties
under this Agreement. Notwithstanding the foregoing, the Executive may, without impairing or otherwise adversely affecting the Executive’s
performance of his duties to the Company, (i) engage in personal investments, other business interests (consistent with past practice),
and charitable, professional and civic activities, and (ii) with the prior approval of the Board of Trustees, serve on the boards
of directors of corporations other than the Company, provided, however, that no such approval shall be necessary for the Executive’s
continued service on any board of directors or board of trustees on which he was serving on the date of this Agreement, all of which have
been previously disclosed to the Board of Trustees in writing. The Executive shall perform his duties to the best of his ability, shall
adhere to the Company’s published policies and procedures, and shall use his best efforts to promote the Company’s interests,
reputation, business and welfare.


 


		4.	Compensation and Benefits



 


		(a)	Salary. Commencing on the Commencement Date, the Company shall pay the Executive a gross base annual
salary rate (“Base Salary”) of $500,000. The Base Salary shall be payable in arrears in approximately equal semi-monthly installments
(except that the first and last such semi-monthly installments may be prorated if necessary) on the Company’s regularly scheduled
payroll dates, minus such deductions as may be required by law or reasonably requested by the Executive. The Company’s Compensation
Committee (the “Compensation Committee”) shall review his Base Salary annually in conjunction with its regular review of employee
salaries and may increase (but not decrease) Executive’s Base Salary as in effect from time to time as the Compensation Committee
shall deem appropriate.



 


		(b)	Annual Bonus. Executive shall be entitled to earn bonuses with respect to each fiscal year (or
partial fiscal year), based upon Executive’s and the Company’s achievement of performance objectives set by the Company within
the first three (3) months of each fiscal year of the Employment Period. Executive will be provided with a threshold bonus opportunity
of 75%, target bonus opportunity of 125%, maximum bonus opportunity of 175%, and outperformance bonus opportunity of 225% of Executive’s
Base Salary for such fiscal year (or partial fiscal year). Any such bonus earned by the Executive shall be paid annually by March 15
of the year following the end of the year for which the bonus was earned.



 


		(c)	Option, Restricted Share, Restricted Share Unit and LTIP Unit Grants. The Executive will be eligible
for grants of options to purchase the Company’s common shares of beneficial interest (“common shares”), grants of Company
restricted common shares, restricted common share units and long-term incentive units in the Operating Partnership subject to certain
time vesting requirements and other conditions set forth in the applicable award agreement. In furtherance of the foregoing, in the event
the Compensation Committee determines to make grants of any of the foregoing instruments to the Company’s executives in any fiscal
year, the Executive shall be entitled to receive a grant that is commensurate with those granted to other executives and has comparable
terms and conditions as the grants awarded by the Compensation Committee to other Company executives in such fiscal year.



 






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		(d)	Other Benefits. The Executive shall be entitled to paid time off and holiday pay in accordance
with the Company’s policies in effect from time to time and shall be eligible to participate in such life, health, and disability
insurance, pension, deferred compensation and incentive plans, options and awards, performance bonuses and other benefits as the Company
extends, as a matter of policy, to its executive employees.



 


		(e)	Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable
travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, upon presentation by the Executive of documentation, expense statements, vouchers,
and/or such other supporting information as the Company may reasonably request.



 


		(f)	Timing of Reimbursements. Any reimbursement under this Agreement that is taxable to the Executive
shall be made in no event later than sixty (60) days following the calendar year in which the Executive incurred the expense.



 


		5.	Termination



 


		(a)	Termination by the Company for Cause. The Company may terminate the Executive’s employment
under this Agreement at any time for Cause, upon written notice by the Company to the Executive. For purposes of this Agreement, “Cause”
for termination shall mean any of the following: (i) gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a felony; (iii) conviction of any other criminal offense involving an act of dishonesty intended
to result in substantial personal enrichment of the Executive at the expense of the Company or its subsidiaries; or (iv) material
breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements,
if any, between the Executive and the Company, which, if such breach is curable, such breach is not cured within fifteen (15) calendar
days following the Executive’s receipt of written notice of such breach, with such detail as sufficient to apprise Executive of
the nature and extent of such breach.



 


		(b)	Termination by the Company Without Cause or by the Executive Without Good Reason. The Company may
terminate this Agreement at any time without Cause or the Executive may resign without Good Reason (as defined below), upon giving the
other party thirty (30) days’ written notice. At the Company’s sole discretion, it may substitute thirty (30) days’
Base Salary (or any lesser portion for any shortened period provided) in lieu of notice. Any Base Salary paid to the Executive in lieu
of notice shall not be offset against any entitlement the Executive may have to the Severance Payment pursuant to Section 6(c).



 


		(c)	Termination by Executive for Good Reason. The Executive may terminate his employment under this
Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good
Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial
duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results
in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the
Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work
principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first
written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target
bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure
to achieve performance targets and excluding any reductions on account of the reduction in severance benefits from the Prior Agreement;
or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless
(A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such
event constituting Good Reason, and (B) the Board fails to remedy the circumstances giving rise to the Executive’s notice within
thirty (30) days of receipt of notice. The Executive must terminate his employment under this Section 5(c) at a time agreed
reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting
Good Reason. For purposes of Good Reason, the Company shall be defined to include any successor to the Company which has assumed the obligations
of the Company through merger, acquisition, stock purchase, asset purchase or otherwise.



 






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		(d)	Executive’s Death or Disability. The Executive’s employment shall terminate immediately
upon his death or, upon written notice as set forth below, his Disability. As used in this Agreement, “Disability” shall mean
such physical or mental impairment as would render the Executive unable to perform each of the essential duties of the Executive’s
position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can
be expected to last for a continuous period of not less than twelve (12) months. If the Employment Period is terminated by reason of the
Executive’s Disability, either party shall give thirty (30) days’ advance written notice to that effect to the other.



 


		(e)	Executive’s Retirement.  The Executive’s employment shall terminate upon his Retirement. 
As used in this Agreement, “Retirement” shall mean the point in which the Executive has reached the age of sixty-five (65)
and has decided to exit the workforce completely.  If the Employment Period is terminated by reason of the Executive’s Retirement,
the Executive shall give one hundred eighty (180) days’ advance notice to the effect to the Company.



 


		6.	Effect of Termination



 


		(a)	General. Regardless of the reason for any termination of this Agreement and subject to this Section 6,
the Executive (or the Executive’s estate if the Employment Period ends on account of the Executive’s death) shall be entitled
to (i) payment of any unpaid portion of his Base Salary through the effective date of termination; (ii) reimbursement for any
outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with Company policy; (iii) continued
insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent
of this Agreement by the terms of any bonus or other incentive pay or equity plan, or any other employee benefit plan or program of the
Company. Upon termination of this Agreement for any reason, the Executive shall resign from all boards and committees of the Company,
its affiliates and its subsidiaries.



 


		(b)	Termination by the Company for Cause or by Executive Without Good Reason. If the Company terminates
the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no
rights or claims against the Company except to receive the payments and benefits described in Section 6(a).



 


		(c)	Termination by the Company Without Cause or by the Executive with Good Reason. Except as provided
in Section 1(b), if during the Employment Period the Company terminates the Executive’s employment without Cause pursuant to
Section 5(b), or the Executive terminates employment with Good Reason pursuant to Section 5(c), the Executive shall be entitled
to receive, in addition to the items referenced in Section 6(a), the following:



 


		(i)	a pro rata bonus for the year of termination but, in connection with a termination other than a termination
at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2021 Equity Incentive Plan), only to the extent performance
goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later
than March 15 of the fiscal year following his termination. If the termination occurs at or after a “Change of Control”
the pro rata bonus will be determined at the target level, regardless of the extent to which performance goals for the calendar year of
termination are achieved;



 






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		(ii)	continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event
in an annual amount less than as set forth in Section 4(a)), for a period of thirty six (36) months; provided, that if such termination
occurs after the second anniversary of the Commencement Date, the period of continued payment of Base Salary shall be a period of twenty four (24) months. Such
amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally
required payroll deductions and withholdings for sums owed by the Executive to the Company;



 


		(iii)	continued payment by the Company for the Executive’s life and health insurance coverage for twenty
four (24) months to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s
employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the
foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of
the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company
is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly
plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments
over the twenty-four (24) month period (or the remaining portion thereof);



 


payments equal to three (3) times
the Executive’s target annual bonus for the year of termination, provided that if such termination occurs after the second anniversary
of the Commencement Date, payment shall equal two (2) times the target annual bonus for the year of termination.  The payments
provided for in this paragraph (iv) shall be made in three equal installments on the first three anniversaries of the date of the
Executive’s termination of employment; provided, however, if the termination occurs after the second anniversary of the Commencement
Date, payment shall be in two equal installments on the first two anniversaries of the date of the Executive’s termination of employment;


 


		(iv)	vesting as of the last day of his employment in any unvested portion of any equity awards previously granted
to the Executive by the Company; provided, however, that the Company may, in connection with a termination other than a termination at
or after a “Change of Control” (as defined in the RLJ Lodging Trust 2021 Equity Incentive Plan) with respect to awards the
vesting of which is conditioned on the achievement of performance goals, condition accelerated vesting on the ultimate achievement of
the performance goals, in which case such awards shall remain outstanding until certification of achievement of the performance goals,
and such awards shall vest or be forfeited as of such certification date based on the level of achievement of the performance goals. If
the termination occurs at or after a “Change of Control” vesting shall occur at the target level, regardless of the extent
to which performance goals for the calendar year of termination are achieved.



 


None of the benefits
described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general
release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it
has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates,
and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s
employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general
release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable,
provided that as to payments and benefits which are subject to Section 409A if the end of the forty-five (45) day plus seven (7) day
revocation period occurs in a year subsequent to the year in which the termination of employment occurs, the payments will be made in
the subsequent year.  Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump
sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified
for them herein.


 






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		(d)	Termination In the Event of Death, Disability or Retirement.



 


In the event of a termination of employment
due to death, Disability or Retirement, the Executive shall be entitled to receive the items referenced in Section 6(a), as well
as any performance bonus for that fiscal year and accelerating vesting of equity awards, each as specifically set forth below.


 


		(i)	If the Executive’s employment terminates because of his death, the unvested portion of any equity
awards previously granted to the Executive by the Company shall become fully vested as of the date of his death and the Executive’s
estate shall be entitled to receive a pro-rata share of any performance bonus to which he otherwise would have been entitled for the fiscal
year in which his death occurs (regardless of whether performance goals for that fiscal year are achieved) payable at the same time bonuses
are paid for such year but in no event later than March 15 of the fiscal year following his death.



 


		(ii)	In the event the Executive’s employment terminates due to his Disability, as of the effective date
of the termination notice specified in Section 5(d), the Executive shall vest in any unvested portion of any equity awards previously
granted to the Executive by the Company and the Executive shall be entitled to receive a pro-rata share of any performance bonus to which
he otherwise would have been entitled for the fiscal year in which his Disability occurs (regardless of whether performance goals for
that fiscal year are achieved) payable at the same time bonuses are paid for such year but in no event later than March 15 of the
fiscal year following his Disability.



 


		(iii)	If the Executive’s employment terminates due to his death or Disability, the unvested portion of
the Retention Award shall become fully vested as of the date of his death or, in the case of his Disability, as of the effective date
of the termination notice specified in Section 5(d).



 


		(iv)	In the event the Executive’s employment terminates due to his Retirement, the unvested portion of
any equity awards previously granted to the Executive by the Company shall be fully vested as of the date of his termination; provided,
however, that the Company may, with respect to awards the vesting of which is conditioned on the achievement of performance goals, condition
accelerated vesting on the ultimate achievement of the performance goals, in which case such awards shall remain outstanding until certification
of achievement of the performance goals, and such awards shall vest or be forfeited as of such certification date based on the level of
achievement of the performance goals. The Executive also shall be entitled to payment of a pro rata portion of any performance bonus for
the fiscal year of Executive’s Retirement only to the extent performance goals for that fiscal year are achieved. The pro rata performance
bonus, if any, shall be paid to the Executive at the same time bonuses are paid for such year but in no event later than March 15
of the fiscal year following his Retirement.



 






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		7.	Confidentiality



 


		(a)	Definition of Proprietary Information. The Executive acknowledges that he may be furnished or may
otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities,
strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques,
designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development;
confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of
the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information,
including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company
and the Executive as proprietary and confidential (the “Proprietary Information”).



 


		(b)	Exclusions. Notwithstanding the foregoing, Proprietary Information shall not include information
in the public domain not as a result of a breach of any duty by the Executive or any other person.



 


		(c)	Obligations. The Executive shall maintain
the confidentiality of the Proprietary Information and shall not (i) disclose or disseminate the Proprietary Information to any third
party, including employees of the Company (or its affiliates) without a legitimate business need to know during the Employment Period;
(ii) remove the Proprietary Information from the Company’s premises without a valid business purpose; or (iii) use the
Proprietary Information for his own benefit or for the benefit of any third party.



 


		(d)	Return of Proprietary Information. The Executive acknowledges and agrees that all the Proprietary
Information used or generated during the course of working for the Company is the property of the Company. The Executive agrees to deliver
to the Company all documents and other tangibles containing the Proprietary Information immediately upon termination of his employment.



 


		8.	Noncompetition



 


		(a)	Restriction on Competition. For the period of the Executive’s employment with the Company
and for twenty-four (24) months following the expiration or termination of the Executive’s employment by the Company (the “Restricted
Period”), the Executive agrees not to engage, directly or indirectly, as a manager, employee, consultant, partner, principal, agent,
representative, or in any other individual or representative capacity in any material business that the Company conducts as of the date
of the Executive’s termination of employment, including but not limited to investments primarily in premium-branded, focused-service
and compact full-service hotels, where material is defined as fifteen percent (15%) of the gross revenues of the Company based on the
most recent quarterly earnings. Executive further agrees that for the period of the Executive’s employment with the Company and
for the Restricted Period, the Executive will not engage, directly or indirectly, as an owner, director, trustee, member, stockholder,
or in any other corporate capacity in any material business that the Company conducts as of the date of the Executive’s termination
of employment. Notwithstanding the foregoing, the Executive shall not be deemed to have violated this Section 8(a) solely (i) by
reason of his passive ownership of 1% or less of the outstanding stock of any publicly traded corporation or other entity, (ii) by
providing legal, accounting or audit services as an employee or partner of a professional services organization or (iii) by providing
services to any investment banking or other institution that do not relate to any material business that the Company conducts as of the
date of the Executive’s termination of employment.



 


		(b)	Non-Solicitation of Clients. During the Restricted Period, the Executive agrees not to solicit,
directly or indirectly, on his own behalf or on behalf of any other person(s), any client of the Company to whom the Company had provided
services at any time during the Executive’s employment with the Company in any line of business that the Company conducts as of
the date of the Executive’s termination of employment or that the Company is actively soliciting, for the purpose of marketing or
providing any service competitive with any service then offered by the Company.



 






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		(c)	Non-Solicitation of Employees. During the Restricted Period, the Executive agrees that he will
not, directly or indirectly, hire or attempt to hire or cause any business, other than an affiliate of the Company, to hire any person
who is then or was at any time during the preceding six (6) months an employee of the Company and who is at the time of such hire
or attempted hire, or was at the date of such employee’s separation from the Company a vice president, senior vice president or
executive vice president or other senior executive employee of the Company.



 


		(d)	Acknowledgement. The Executive acknowledges that he will acquire much Proprietary Information concerning
the past, present and future business of the Company as the result of his employment, as well as access to the relationships between the
Company and its clients and employees. The Executive further acknowledges that the business of the Company is very competitive and that
competition by him in that business during his employment, or after his employment terminates, would severely injure the Company. The
Executive understands and agrees that the restrictions contained in this Section 8 are reasonable and are required for the Company’s
legitimate protection, and do not unduly limit his ability to earn a livelihood.



 


		(e)	Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of
any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage
for which money damages would not provide an adequate remedy.  Therefore, if the Executive breaches, or threatens to commit a breach
of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each
of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be
in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including,
without limitation, the recovery of damages):



 


		(i)	The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and
without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against
the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or
actual, and whether or not then continuing, of such covenants; and



 


		(ii)	The right and remedy to require the Executive to account for and pay over to the Company and its affiliates
all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by
him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay
over such Benefits to the Company and, if applicable, its affected affiliates.



 


		(f)	Without limiting Section 14(k), if any court or other decision-maker of competent jurisdiction determines
that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision,
then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be
reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.



 


		9.	Executive Representation



 


The Executive represents and
warrants to the Company that he is not now under any obligation of a contractual or other nature to any person, business or other entity
which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.


 






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		10.	Mediation and Arbitration



 


		(a)	Except as provided in Sections 10(b) and 10(c), any disputes between the Company and the Executive
in any way concerning the Executive’s employment, the termination of his employment, this Agreement or its enforcement shall be
subject to mediation. If the Company and the Executive cannot agree upon a mediator, each shall select one name from a list of mediators
maintained by any bona fide dispute resolution provider or other private mediator; the two selected shall then choose a third person who
will serve as the sole mediator. The first mediation session shall occur within forty-five (45) calendar days following the notice of
a dispute. If within sixty (60) days of the first mediation session the claim is not resolved, either party may request that the dispute
be settled exclusively by arbitration in the state of Maryland by a single arbitrator, selected in the same manner as the mediator, in
accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at
the time of submission to arbitration. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. 
For purposes of entering any judgment upon an award rendered by the arbitrators, any or all of the following courts have jurisdiction:
(i) the United States District Court for the Fourth Circuit, (ii) any of the courts of the State of Maryland, or (iii) any
other court having jurisdiction.  Any service of process or notice requirements in any such proceeding shall be satisfied if the
rules of such court relating thereto have been substantially satisfied.  The Company and the Executive waive to the fullest
extent permitted by applicable law, any objection which it may now or hereafter have to such jurisdiction and any defense of inconvenient
forum. A judgment upon an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Each party shall bear its or his costs and expenses arising in connection with any arbitration proceeding.



 


		(b)	Notwithstanding the foregoing, the Company, in its sole discretion, may bring an action in any court of
competent jurisdiction to seek injunctive relief and such other relief as the Company shall elect to enforce the Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope
or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s
right, or the right of any of its affiliates, to the relief provided in Section 8(e) above in the courts of any other jurisdiction
within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions,
such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable, diverse and independent covenants,
subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and
all disputes hereunder (whether or not relating to the Restrictive Covenants).



 


		(c)	Notwithstanding the foregoing, the Company or the Executive may bring an action in any court of competent
jurisdiction to resolve any dispute under or seek the enforcement of Section 6.



 


		11.	Section 409A.



 


To the extent the Executive
would be subject to the additional twenty percent (20%) tax imposed on certain deferred compensation arrangements pursuant to Section 409A,
as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application
of such tax and preserve to the maximum extent possible the original intent and economic benefit to the Executive and the Company, and
the parties shall promptly execute any amendment reasonably necessary to implement this Section 11.


 


		(a)	For purposes of Section 409A, the Executive’s right to receive installment payments pursuant
to this Agreement including, without limitation, each severance payment and health insurance payment shall be treated as a right to receive
a series of separate and distinct payments.



 






    - 9 - 


     


    

 


		(b)	The Executive will be deemed to have a date of termination for purposes of determining the timing of any
payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service” within the
meaning of Section 409A.



 


		(c)	Notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive’s
separation from service, (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification
methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable
on account of such separation from service to the Executive constitutes deferred compensation (within the meaning of Section 409A)
the payment of which is required to be delayed pursuant to the six (6) month delay rule set forth in Section 409A in order
to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the
otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six (6) month period
(or upon the Executive’s death, if earlier), together with interest for the period of delay, compounded annually, equal to the prime
rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. To the extent
that any benefits to be provided during the Delay Period are considered deferred compensation under Section 409A provided on account
of a “separation from service,” and such benefits are not otherwise exempt from Section 409A, the Executive shall pay
the cost of such benefit during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise
have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the
Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall
be reimbursed or provided by the Company in accordance with the procedures specified herein.



 


		(d)	(A) Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed
to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in
which the expenses are incurred, (B) any right to reimbursement or in kind benefits will not be subject to liquidation or exchange
for another benefit, and (C) the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount
of expenses eligible for reimbursement in any other taxable year.



 


		(e)	Whenever a payment under this Agreement specifies a payment period with reference to a number of days
(e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within
the specified period shall be within the sole discretion of the Company.



 






    - 10 - 


     


    

 


		12.	Parachute Payment Limitations



 


Notwithstanding any other
provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Executive
and the Company or its affiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes
application of this Section 12 (the “Other Agreements”), and notwithstanding any formal or informal plan or other arrangement
heretofore or hereafter adopted by the Company or any of its affiliates for the direct or indirect compensation of the Executive (including
groups or classes of participants or beneficiaries of which the Executive is a member), whether or not such compensation is deferred,
is in cash, or is in the form of a benefit to or for the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified
individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement
shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account
all other rights, payments, or benefits to or for Executive under the Agreement, all Other Agreements, and all Benefit Arrangements, would
cause any payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning
of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result
of receiving a Parachute Payment, the aggregate after-tax amounts received by the Executive from the Company or any of its affiliates
under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be
received by Executive without causing any such payment or benefit to be considered a Parachute Payment.  In the event that the receipt
of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits
to or for the Executive under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be considered
to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the
Executive as described in clause (ii) of the preceding sentence, then the Executive shall have the right, in the Executive’s
sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements
that should be reduced or eliminated so as to avoid having the payment or benefit to the Executive under this Agreement be deemed to be
a Parachute Payment; provided, however, that, to the extent any payment or benefit constitutes deferred compensation under Section 409A,
in order to comply with Section 409A, the reduction or elimination will be performed in the following order: (A) reduction of
cash payments; (B) reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the
exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity
awards not covered under (C) above; provided, however that in the event that acceleration of vesting of equity awards is to be cancelled,
such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards, that is, later granted
equity awards shall be canceled before earlier granted equity awards.


 


		13.	Clawback Policies



 


The Executive is subject to
any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation, which
is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover incentive-based
compensation (including stock options awarded as compensation) awarded or received during the three-year period preceding the date on
which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement
under federal securities laws. The Executive agrees to amend any awards and agreements entered into on or after the date of this Agreement
as the Company may request to reasonably implement to policies.


 


		14.	Miscellaneous



 


		(a)	Payment of Financial Obligations. The payment or provision to the Executive by the Company of any
remuneration, benefits or other financial obligations pursuant to this Agreement and any indemnification obligations, shall be allocated
between the Company and the Operating Partnership by the Compensation Committee based on any reasonable method.



 






    - 11 - 


     


    

 


		(b)	Notices. All notices required or permitted under this Agreement shall be in writing and shall be
deemed effective (i) upon personal delivery, (ii) upon deposit with the United States Postal Service, by registered or certified
mail, postage prepaid, or (iii) in the case of facsimile transmission or delivery by nationally recognized overnight delivery service,
when received, addressed as follows:



 


If to the Company,
to:


 


RLJ Lodging Trust 


3 Metro Center 


Suite 1100 


Bethesda, MD 20814 


Attention: Anita Cooke Wells, Senior Vice President, Administration


 


If to the Executive, to:


 


Robert L. Johnson 


Address on file with the Company


 


or to such other address or addresses
as either party shall designate to the other in writing from time to time by like notice.


 


		(c)	Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.



 


		(d)	Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings, including the Prior Agreement, whether written or oral, relating to the subject matter of this
Agreement.



 


		(e)	Amendment. This Agreement may be amended or modified only by a written instrument executed by the
Company and the Executive.



 


		(f)	Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the
laws of the State of Maryland, without regard to its conflicts of laws principles.



 


		(g)	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns, including any entity with which or into which the Company may be merged or which may succeed
to its assets or business or any entity to which the Company may assign its rights and obligations under this Agreement; provided, however,
that the obligations of the Executive are personal and shall not be assigned or delegated by him.



 


		(h)	Waiver. No delays or omission by the Company or the Executive in exercising any right under this
Agreement shall operate as a waiver of that or any other right.



 


A waiver or consent by the Company shall
not be effective unless consented to by the Operating Partnership and vice versa. A waiver or consent given by the Company or the Executive
on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.


 


		(i)	Captions. The captions appearing in this Agreement are for convenience of reference only and in
no way define, limit or affect the scope or substance of any section of this Agreement.



 


		(j)	Severability. In case any provision of this Agreement shall be held by a court or arbitrator with
jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, such provision shall be restated to
reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the validity, legality and
enforceability of the remaining provisions shall in no way be affected or impaired thereby.



 


		(k)	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.



 


[Signature Page Follows]


 






    - 12 - 


     


    







 


IN WITNESS WHEREOF, the parties have executed this
Amended and Restated Employment Agreement of Robert L. Johnson as of the day and year first above written.


 


	 	RLJ LODGING TRUST
	 	 	 
	 	By:	/s/ Leslie Hale
	 	Name:	Leslie Hale
	 	Title:	President and Chief Executive Officer
	 	 
	 	 
	 	RLJ LODGING TRUST, L.P.
	 	 
	 	By:	RLJ Lodging Trust, its general partner
	 	 	 
	 	By:	/s/ Leslie Hale
	 	Name:	Leslie Hale 
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	ROBERT L. JOHNSON
	 	 
	 	
    /s/ Robert L. Johnson







 






     


     


    







 


Exhibit A


 


WAIVER AND RELEASE AGREEMENT


 


THIS WAIVER AND RELEASE AGREEMENT
(this “Release”) is entered into as of [___________] (the “Effective Date”), by Robert L. Johnson
(“Executive”) in consideration of severance pay (the “Severance Payment”) provided to Executive
by RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”) and RLJ Lodging Trust, L.P. (together
with the Company, the “Company Group”), pursuant to the Employment Agreement by and among the Company Group and Executive
(the “Employment Agreement”).


 


1.            Waiver
and Release.  Subject to the last sentence of the first paragraph of this Section 1, Executive, on his own behalf
and on behalf of his heirs, executors, administrators, attorneys and assigns, hereby unconditionally and irrevocably releases, waives
and forever discharges the Company Group and each of their affiliates, parents, successors, predecessors, and the subsidiaries, directors,
trustees, owners, members, shareholders, officers, agents, and employees of the Company Group and their affiliates, parents, successors,
predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”), from any and
all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or unforeseen, presently
asserted or otherwise arising through the date of his signing of this Release, concerning his employment or separation from employment.
Subject to the last sentence of the first paragraph of this Section 1, this Release includes, but is not limited to, any payments,
benefits or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the
Family and Medical Leave Act, and the Worker Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination
laws whatsoever as may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations
(including, but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce
reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in tort or
contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding any
other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or discharge,
the obligations of the Company Group (a) to make the payments and provide the other benefits contemplated by the Employment Agreement,
or (b) under any restricted stock agreement, option agreement or other agreement pertaining to Executive’s equity ownership,
or (c) under any indemnification or similar agreement with Executive or indemnification under the Articles of Incorporation, Amended
and Restated Agreement of Limited Partnership, Bylaws or other governing instruments of the Company Group.


 


Executive understands that by
signing this Release, he is not waiving any claims or administrative charges which cannot be waived by law.  He is waiving, however,
any right to monetary recovery or individual relief should any federal, state or local agency (including the Equal Employment Opportunity
Commission) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the
Company Group.


 


Executive further agrees without
any reservation whatsoever, never to sue the Employer or become a party to a lawsuit on the basis of any and all claims of any type lawfully
and validly released in this Release.


 


2.            Acknowledgments.  Executive
is signing this Release knowingly and voluntarily. He acknowledges that:


 


		(a)	He is hereby advised in writing to consult an attorney before
signing this Release;



 


		(b)	He has relied solely on his own judgment and/or that of his attorney regarding the consideration for and
the terms of this Release and is signing this Release knowingly and voluntarily of his own free will;



 






     Exhibit A-1


     


    

 


		(c	He is not entitled to the Severance Payment unless he agrees to and honors the terms of this Release;



 


		(d)	He has been given at least twenty-one (21) calendar days to consider this Release, or he expressly waives
his right to have at least twenty-one (21) days to consider this Release;



 


		(e)	He may revoke this Release within seven (7) calendar days after signing it by submitting a written
notice of revocation to the Employer. He further understands that this Release is not effective or enforceable until after the seven (7) day
period of revocation has expired without revocation, and that if he revokes this Release within the seven (7) day revocation period,
he will not receive the Severance Payment;



 


		(f)	He has read and understands the Release and further understands that, subject to the limitations contained
herein, it includes a general release of any and all known and unknown, foreseen or unforeseen claims presently asserted or otherwise
arising through the date of his signing of this Release that he may have against the Employer; and



 


		(g)	No statements made or conduct by the Employer has in any way coerced or unduly influenced him to execute
this Release.



 


3.            No
Admission of Liability.  This Release does not constitute an admission of liability or wrongdoing on the part of the
Employer, the Employer does not admit there has been any wrongdoing whatsoever against the Executive, and the Employer expressly denies
that any wrongdoing has occurred.


 


4.            Entire
Agreement.  There are no other agreements of any nature between the Employer and Executive with respect to the matters
discussed in this Release, except as expressly stated herein, and in signing this Release, Executive is not relying on any agreements
or representations, except those expressly contained in this Release.


 


5.            Execution.  It
is not necessary that the Employer sign this Release following Executive’s full and complete execution of it for it to become fully
effective and enforceable.


 


6.            Severability.  If
any provision of this Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under
any applicable statute or controlling law, the remainder of this Release shall continue in full force and effect.


 


7.            Governing
Law.  This Release shall be governed by the laws of the State of Maryland, excluding the choice of law rules thereof.


 


8.            Headings.  Section and
subsection headings contained in this Release are inserted for the convenience of reference only. Section and subsection headings
shall not be deemed to be a part of this Release for any purpose, and they shall not in any way define or affect the meaning, construction
or scope of any of the provisions hereof.


 






     Exhibit A-2


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this Agreement as of the day and year first herein above written.


 


	 	EXECUTIVE:
	 	 
	 	 
	 	ROBERT L. JOHNSON