exv10w5w6






Exhibit 10.5.6

AMENDMENT TO EMPLOYMENT AGREEMENT



     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of January 23, 2009 (the “Effective
Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the
State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the
“REIT”). ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under
the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership”), and DAVID BROOKS, an individual residing in Dallas, Texas (the
“Executive”):



RECITALS:





	 	A.	 	The REIT and the Operating Partnership (collectively, the “Company”)
and the Executive are parties to a certain Employment Agreement (as amended, the
“Agreement”), dated as of March 21, 2008, effective as of January 1,2008; and
	 
	 	B.	 	The Compensation Committee, with the approval granted by the Board of
Directors of the Company on January 23, 2009, desire to modify the Employment
Agreement as specifically set forth herein;
	 
	 	C.	 	The Executive has agreed to accept this Amendment pursuant to the terms and
conditions set forth herein; and
	 
	 	D.	 	All terms with their initial letter capitalized as set forth in the
Employment Agreement shall have the same meaning herein as given such terms in the
Employment Agreement





     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants
set forth in the Employment Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as
set forth below:



     1. POSITION. Section l(a) of the Employment Agreement is hereby modified by
providing that the Executive shall be employed by the Company as Chief Operating Officer, General
Counsel and Secretary. Except for this modification to the Executive’s position and title, no other
modification is made to Section l(a) of the Employment Agreement.



     2. RESPONSIBILITIES. Section l(b) of the Employment Agreement is hereby modified by
deleting the reference to “Chief Legal Officer, Head of Transactions and Secretary” and inserting
in lieu thereof the reference of “Chief Operating Officer, General Counsel and Secretary.”



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     3. SALARY. Section 3 of the Employment Agreement is hereby modified to provide that
the Executive’s base salary, commencing January 26, 2009, shall be FOUR HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($425,000.00) per year.



     4. INCENTIVE BONUS. Section 4(a) of the Employment Agreement is hereby modified by
deleting the reference to “30% to 90%” for the targeted Incentive Bonus and inserting in lieu
thereof the range of “40% to 95%” for the targeted Incentive Bonus.



     5. OTHER REFERENCES. All additional references in the Employment Agreement referring
to Executive’s title or position of “Chief Legal Officer, Head of Transactions and Secretary” are
hereby modified to “Chief Operating Officer, General Counsel and Secretary.”



     6. LIMITED MODIFICATION. Except as expressly modified above, the terms and
conditions of the Employment Agreement shall remain in full force and effect, and the Company and
the Executive ratify and confirm to each other the enforceability thereof.



     7. MISCELLANEOUS.




     7.1 Severability. If any provision of this Amendment is or becomes invalid,
illegal or unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be affected or
impaired.




     7.2 Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.




     7.3 Entire Agreement. This Amendment (together with the
Employment Agreement, as modified herein) contains the entire understanding of the parties,
supersedes all prior agreements and understandings, whether written or oral, relating to
the subject matter hereof and may not be amended except by a written instrument hereafter
signed by the Executive and a duly authorized representative of the Board.




     7.4 Governing Law. This Amendment and the performance hereof shall be
construed and governed in accordance with the laws of the State of Texas, without giving
effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the
federal or state courts of Dallas County, Texas. This provision shall not be read as a
waiver of any right to removal to federal court in Dallas County, Texas.




     7.5 Construction. The language used in this Amendment will be deemed to be
the language chosen by the parties to express their mutual intent,



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and no rule of strict construction will be applied against any party. The headings of
sections of this Amendment are for convenience of reference only and shall not affect its
meaning or construction.



     7.6 Consultation with Counsel. The Executive acknowledges that he has had a
full and complete opportunity to consult with counsel or other advisers of his own
choosing concerning the terms, enforceability and implications of this Amendment, and that
the Company has not made any representations or warranties to the Executive concerning the
terms, enforceability and implications of this Amendment other than as are reflected in
this Amendment.



     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused
this Agreement to be duly executed under seal as of the date first above written.



	 	 	 	 	 
	 	REIT:

ASHFORD HOSPITALITY TRUST, INC.

 	 
	 	By:  	/s/ Monty Bennett
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Dated: 1/23/09
	 	 	 
	 	OPERATING PARTNERSHIP:

ASHFORD HOSPITALITY LIMITED PARTNERSHIP
 	 
	 	

By:  	Ashford OP General Partner, LLC
 	 
	 	 	 	 
	 	By:  	/s/ Monty Bennett
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Dated: 1/23/09



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	 	EXECUTIVE:

 	 
	 	/s/ DAVID BROOKS
 	 
	 	Name:  	DAVID BROOKS 	 
	 	 	 
		Dated: 1/23/09 	 
	 




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