exh10-1.htm


    
      
        
          

        
Exhibit 10.1

      


      FelCor
Lodging Trust Incorporated

      


      Performance-Based Annual
Incentive Compensation Programs

      


      The Board
of Directors (the “Board”) of FelCor Lodging Trust Incorporated (“FelCor” or the
“Company”) has determined that a substantial portion of an employee’s
compensation should be tied directly to achievement of targeted
performance.  In particular, annual cash bonuses and annual restricted
stock grants are both subject to adjustment based upon prior year performance,
and portions of restricted stock grants made prior to 2009 vest based upon prior
year performance.

      


      Annual Cash Incentive
Program. As previously disclosed, annual cash bonuses are determined by
reference to base salary and performance over the prior year.  Each
employee has a targeted bonus, based upon a percentage of his or her base salary
(the percentage varies depending on position).  That percentage is
adjusted for performance between threshold (“doable”) and superior (“stretch”)
levels, as shown in the following table, which outlines the relevant percentages
for FelCor’s executive officers:

      


      
        	 
      	 
      	
                <
      Doable

              	 
      	
                Doable

              	 
      	
                Target

              	 
      	
                Stretch

              	 
      	
                >
      Stretch

              
	
                CEO

              	 
      	
                0.0%

              	 
      	
                50.0%

              	 
      	
                100.0%

              	 
      	
                200.0%

              	 
      	
                200.0%

              
	
                EVP

              	 
      	
                0.0%

              	 
      	
                37.5%

              	 
      	
                75.0%

              	 
      	
                112.5%

              	 
      	
                112.5%

              


      

      


      Annual Equity Incentive
Program. As previously disclosed, FelCor grants restricted stock to its
officers, and the shares actually granted to each officer are based upon a
percentage of his or her base salary (the percentage varies depending on
position).  That grant is adjusted for performance from doable and
below to target to stretch and above, as shown in the following table, which
outlines the effective relevant percentages for FelCor’s executive
officers:

      


      
        	 
      	 
      	
                ≤
      Doable

              	 
      	
                Target

              	 
      	
                ≥
      Stretch

              
	
                CEO

              	 
      	
                150.0%

              	 
      	
                200.0%

              	 
      	
                250.0%

              
	
                EVP

              	 
      	
                93.75%

              	 
      	
                125.0%

              	 
      	
                156.25%

              


      

      


      Annual Performance-Based Vesting of
Restricted Stock Granted Prior to 2009. As previously disclosed, annual
grants of restricted stock made prior to 2009 vest, in part, based upon
performance.  For shares eligible to vest in 2011 and 2012 based upon
annual performance (after which all such shares will have either vested or been
forfeited), 75% of eligible shares will vest for performance at or below doable,
with the vesting percentage increasing on a straight-line basis through target
performance (for which 100% of such shares will vest).

      


      The Board
has determined that, at or near the beginning of each calendar year, it will
establish targeted performance criteria in the following categories, with the
indicated weight given to those categories as noted below:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Financial
Performance.  Each year, the Board sets targeted financial
performance (typically with reference to commonly used metrics like funds from
operations or earnings before interest, taxes, depreciation and amortization, or
EBITDA) based upon a variety of factors, including budgets, industry
projections, individual hotel markets and similar considerations. The Board then
establishes a scale from doable to stretch performance. Typically, targeted
performance is at the linear mid-point between the two, but not necessarily
every year. Weight:
50%

      


      Non-Financial Corporate
Performance. When setting financial performance targets, the Board also
reviews and approves non-financial corporate objectives for the
year.  These objectives often relate to long-term strategic objectives
and other operating or management goals that the Board believes are
important.  After the completion of each year, the Board will assess
FelCor’s performance on each of these objectives, based on a scoring matrix that
is intended to show a composite level of performance from doable to target to
stretch.  Weight:
25%.

      


      Individual Performance. Each
FelCor employee, including the Chief Executive Officer, has individual
performance objectives that are established at or near the beginning of each
year.  The Chief Executive Officer reviews and approves the
performance objectives of FelCor’s other executive officers, and the
Compensation Committee reviews our Chief Executive Officer’s performance
objectives, which typically track closely to our corporate objectives (financial
and non-financial). After completion of each year, as with non-financial
corporate performance, individual performance is reviewed and assessed by an
employee’s direct supervisor or, in the case of the Chief Executive Officer, by
the Board and/or the Compensation Committee, based on a scoring matrix that is
intended to show a composite level of performance from doable to target to
stretch.  Weight:
25%

      


      Overall Minimum Financial
Performance. The Compensation Committee and the Board believe that there
should be a minimum level of financial performance below which, regardless of
other corporate or individual performance, no bonus compensation should be paid
pursuant to the foregoing program unless the company achieves at least a minimal
level of pre-determined financial performance, which level is lower than the
doable level of financial performance noted above.

      


      The
Compensation Committee and the Board reserve the absolute right and discretion
to review and modify performance objectives, thresholds and criteria at any time
in light of changes in circumstances. Similarly, the Compensation Committee and
the Board retained their discretion, as part of the company’s overall
compensation program, to award discretionary bonuses and other awards outside of
the annual incentive programs based on relevant considerations at the
time.