Exhibit 10.1


 


SEPARATION AGREEMENT
AND MUTUAL GENERAL RELEASE


 


This SEPARATION AGREEMENT AND MUTUAL GENERAL
RELEASE (this "Agreement") dated as of January 24, 2018 is by and between Greg A. Dowell ("Executive")
and Summit Hotel Properties, Inc., a Maryland corporation (the "Company").


 


WHEREAS, the Company and Executive have
entered into an Employment Agreement dated as of October 1, 2014 ("Employment Agreement");


 


WHEREAS, Executive shall retire and resign
as an employee and officer of the Company and all entities related to the Company, and also retire and resign as an officer, director,
manager or similar functionary of all entities related to the Company, effective as of March 31, 2018 (the "Termination
Date");


 


WHEREAS, the parties agree that Executive's
retirement and separation from employment is the result of a mutual agreement between Executive and the Company; and


 


WHEREAS, Executive and the Company have
agreed to provide each other with a general release of claims as contained herein and in the Supplemental Mutual General Release
Agreement in the form attached hereto as Exhibit A (the "Supplemental Release"); provided that the Supplemental
Release may not be executed before the Termination Date.


 


NOW, THEREFORE, Executive and the Company
agree to enter into this Agreement setting forth their respective obligations related to Executive's separation as follows:


 


1. Separation of Employment.  Effective
as of the Termination Date, Executive resigns as an employee and officer of the Company and all entities related to the Company,
and as an officer, director, manager or similar functionary of all entities related to the Company.  The Company and
Executive hereby waive any rights to prior notification of the termination of Executive’s employment.


 


2. Special Compensation and Benefits.


 


(a)  Executive was awarded a total of
69,486 shares of common stock under Stock Award Agreements (Performance-Based Shares) dated March 8, 2016 and March 6, 2017 (collectively
the “Performance Awards”) and a total of 46,323 shares of common stock under Stock Award Agreements (Service-Based
Shares) dated March 8, 2016 and March 6, 2017 (collectively the “Service Awards”).


 


Executive shall be entitled to earn the
Target Shares and any Additional Shares as those terms are defined in the Performance Awards pursuant to the terms and conditions
set forth in the Performance Awards as amended by those certain First Amendments to Stock Award Agreement (Performance-Based Shares)
dated as of the Effective Date (as defined in Section 4(j) below).


 


The Employees interest in any shares of
common stock granted under the Service Awards that are outstanding and that have not yet vested as of the Termination Date, shall
automatically vest and become non-forfeitable on the Termination Date.


 


(b) Except as expressly provided in this
Agreement, as of the Termination Date, neither the Company nor any of its affiliates shall have any obligation to Executive arising
out of the Employment Agreement.


 


(c) On, or within five (5) days after
the Termination Date, Executive and the Company shall sign and deliver to the other the Supplemental Release.  Should
Executive or the Company fail to sign and deliver the Supplemental Release on the Termination Date, he or it shall be deemed to
have willfully breached a material provision of this Agreement.  In the event of a breach of this Section 2(c),
the non-breaching party shall be entitled to an order of specific performance from a court of competent jurisdiction requiring
the breaching party to sign and deliver the Supplemental Release to the other and the breaching party hereby consents to the entry
of such an order.


 






    	 



     


    

 


(d) From the Effective Date through the
Termination Date, the Company shall continue to pay Executive his Base Salary as provided under Section 5(a) of the Employment
Agreement and Executive shall be entitled to participate in health, insurance, retirement and other benefits to which he is entitled
under Section 6 of the Employment Agreement, subject to the terms and conditions of the applicable plan. 


 


3. General Release by Executive.  In
return for the accelerated vesting of the Service Awards and the additional rights afforded the Executive under the First Amendments
for each of the Performance Awards (the “Consideration”), Executive agrees to the following:


 


(a) Executive agrees, on behalf of himself
and all of his heirs or personal representatives, to release the Company and all of its subsidiaries, affiliates, predecessors
and successors, and all of their present or former officers, directors, managers, representatives, employees, agents, employee
benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company
Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any
way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the separation
of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the
other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or
events occurring at any time up to the Effective Date, including, but not limited to, any and all claims of discrimination, retaliation
or wrongful discharge of any kind, and any contractual, tort or other common law claims.  This settlement and waiver
includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment,
compensation, deferred compensation, equity interest, any tort claims, including without limitation fraud and misrepresentation,
and any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination in Employment Act,
as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans
with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee
Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act,
as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's rights,
including Chapter 21 of the Texas Labor Code and Section 451 of the Texas Labor Code.


 


Executive further agrees not to file a suit
of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of
the other Company Released Parties, the separation thereof, any agreements between the Company or any of other the Company Released
Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to
the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company
or any of the other Company Released Parties.  Even if a court rules that Executive may file a lawsuit against the Company
or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released
Parties, the separation thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees not to
accept any money damages or any other relief in connection with any such lawsuit.  Executive understands that this Agreement
effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising
out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or
any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation
of Executive's employment.  However, Executive recognizes and understands that this release does not prohibit him from
filing an administrative charge with any state or federal agency.


 


Further, this release does not waive Executive's
rights to enforce this Agreement.  In addition, this release does not give up Executive's rights, if any, to rights that
the Executive has a terminated employee under employee benefit plans of the Company, including the right to continued health plan
coverage under Section 4980B of the Internal Revenue Code and vested benefits under the Company’s 401(k) plan or COBRA benefits
under the Company's standard benefit programs applicable to Executive.  Further, this release does not waive Executive's
rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's
charter or bylaws or the Indemnification Agreement, dated as of October 1, 2014, between Executive and the Company.


 






    	 



     


    

 


(b) General Release by the Company.  Except
as set forth in the last paragraph of this Section 3, the Company agrees, on behalf of itself and all of its parent companies,
subsidiaries, affiliates, predecessors and successors, to release Executive and his heirs (collectively, the "Executive
Released Parties"), from any and all claims for relief of any kind, whether known to it or unknown, which in any way arise
out of or relate to Executive's employment at the Company any of the other Company Released Parties, the separation of Executive's
employment at the Company or any of the other Company Released Parties, or any agreements between the Company or any of the other
Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events
occurring at any time up to the Effective Date. This settlement and waiver includes all claims, whether for breach of contract,
quasi-contract, implied contract, quantum meruit, unjust enrichment, any tort claims, including without limitation misrepresentation,
breach of fiduciary duty, and any and all claims under any applicable law.


 


Except as set forth in the last paragraph
of this Section 3, the Company further agrees not to file a suit of any kind against Executive or any of the other Executive Released
Parties relating to Executive's employment at the Company, the separation thereof, any agreements between the Company or any of
the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or to participate voluntarily
in any employment-related claim brought by any other party against Executive or any of the other Executive Released Parties.  Except
as set forth in the last paragraph of this Section 3, even if a court rules that the Company may file a lawsuit against Executive
or any of the other Executive Released Parties arising from Executive's employment at the Company or any of the other Company Released
Parties, or the separation thereof, the Company agrees not to accept any money damages or any other relief in connection with any
such lawsuit.  The Company understands that this Agreement effectively waives any right it might have to sue Executive
or any of the other Executive Released Parties for any claim arising out of Executive's employment at the Company or any of the
other Company Released Parties, any agreements between the Company or the other Company Released Parties and Executive, including
but not limited to the Employment Agreement, the separation of Executive's employment, or any facts or events occurring at any
time up to the Effective Date, except as set forth in the last paragraph of this Section 3.


 


Notwithstanding the generality of the foregoing,
nothing contained herein shall release the Executive or the other Executive Released Parties from any claim relating to (i) a breach
by Executive of any provision of any agreement that survives the execution hereof, including but not limited to the Employment
Agreement, (ii) Executive's obligations set forth herein or (iii) Executive's fraud, willful misconduct, gross negligence
or illegal act.


 


4. Restrictive Covenants and Miscellaneous
Provisions.


 


(a) Executive confirms that, while he
understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released
Parties, he shall not disclose any of the trade secrets or other Confidential Company Information (as defined in the Employment
Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential
Company Information in any fashion at any time, including in any future employment, work or business.


 


(b) Executive agrees to comply at all
times after the date hereof and until the Termination Date with the provisions of the Employment Agreement.  Executive
acknowledges and agrees that Section 15 of the Employment Agreement (i) prohibits Executive until the first anniversary of the
Termination Date from, among other things, (x) engaging in certain activities (as defined in the Employment Agreement), and (y)
encouraging, soliciting or inducing any employee of the Company to terminate such person's employment, and (ii) shall survive the
separation of his employment, regardless of the separation reason, and shall survive the execution of this Agreement.


 






    	 



     


    

 


(c) Executive understands and agrees
that the Company shall have the right to and may sue him for breach of this Agreement if he violates the provisions of the Employment
Agreement or this Agreement.  Executive further acknowledges that but for his agreements to comply with his obligations
described in this Agreement and the Employment Agreement, the Company would not provide him with the compensation, benefits and
consideration set forth herein.


 


(d) This Agreement does not constitute
an admission of any kind by the Company, but is simply an accommodation that offers the Executive the Consideration (which provides
additional benefits he would not otherwise be entitled to receive) in return for his agreeing to, signing and not revoking this
document and the Supplemental Release.


 


(e) Executive agrees not to make any
statements that disparage the reputation of the Company or any of the other Company Released Parties, or their properties or services.  Executive
agrees that any breach or violation of this non-disparagement provision shall entitle the Company to sue him on this Agreement
for the immediate recovery of any damages caused by such breach.  The provisions of this Section 4(e) shall survive the
termination of Executive's employment, regardless of the separation reason, and shall survive the execution of this Agreement.  Nothing
herein shall prevent Executive from providing truthful testimony under oath or to a government agency.


 


(f) The Company agrees to instruct its
executives, employees and directors to not to make any statements that disparage the reputation of Executive.  The Company
agrees that any breach or violation of this non-disparagement provision shall entitle Executive to sue the Company on this Agreement
for the immediate recovery of any damages caused by such breach.  The provisions of this Section 4(f) shall survive the
termination of Executive's employment, regardless of the separation reason, and shall survive the execution of this Agreement.  Nothing
herein shall prevent any Company official from providing truthful testimony under oath or to a government agency.


 


(g) All payments and benefits under this
Agreement are gross amounts and will be subject to taxes and lawful deductions, if any.


 


(h) The venue for the litigation of any
dispute arising out of this Agreement shall be a court of competent jurisdiction in Travis County, Texas.  If either
party files a lawsuit in state court arising out of this Agreement, the other party may remove the lawsuit to federal court to
the extent jurisdiction exists.  Texas law shall govern the interpretation and enforcement of this Agreement.


 


(i) Capitalized terms used herein and
not otherwise defined shall the meanings assigned to such terms in the Employment Agreement.


 



    	 



     


    




 


(j) Executive is entering into this Agreement
freely and voluntarily.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive
understands that it sets forth the entire agreement between Executive and the Company and Executive represents that no other statements,
promises, or commitments of any kind, written or oral, have been made to Executive by the Company, or any of its agents, to cause
Executive to accept it.  Executive acknowledges that he has been advised to consult legal counsel concerning this Agreement
prior to signing this Agreement, and that he has had sufficient opportunity to do so.  Executive understands that he
may have up to 21 days from the date he received this Agreement to consider this Agreement.  Executive understands that
if he signs this Agreement, he will then have seven days to revoke it if he so chooses.  Executive may revoke this Agreement
by delivering a written notice of revocation to Daniel Hansen, Summit Hotel Properties, Inc., 13215 Bee Cave Parkway, Suite B-300,
Austin, Texas 78738.  However, if Executive elects to revoke this Agreement, Executive understands that he will not be
entitled to the Consideration referenced in this Agreement.  Executive realizes this Agreement is not effective or enforceable
until the seven-day period expires without revocation.  Executive understands that this Agreement will not become effective
or enforceable until the eighth day after he signs this Agreement without revocation (the "Effective Date").  Executive
understands that the Company will have no duty to provide him with the benefits or consideration described in this Agreement until
after the Effective Date.


 


 





IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date written below.


 


	 	SUMMIT HOTEL PROPERTIES, INC.,


a Maryland corporation



	 	 	 
	 	 	 
	 	 	    /s/ Daniel P. Hansen
	Date:    January 24, 2018 	By:		 
	 	 	Daniel P. Hansen
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	    /s/ Greg A. Dowell
	Date:    January 24, 2018 	 		 
	 	 	Greg A. Dowell


 



    	 



     


    




 


EXHIBIT A


 


SUPPLEMENTAL MUTUAL GENERAL RELEASE AGREEMENT


 


This Supplemental Mutual General Release
Agreement (this "Agreement') is entered into as of March 31, 2018 by and between Summit Hotel Properties, Inc.,
a Maryland corporation (the "Company") and Greg A. Dowell ("Executive").


 


WHEREAS, the Company and Executive entered
into a Separation Agreement dated January 24, 2018 (the "Separation Agreement");


 


WHEREAS, the Company and Executive agreed
to sign and deliver this Agreement as a material inducement to have the other enter into the Separation Agreement; and


 


WHEREAS, Executive shall retire and resign
as an employee and officer of the Company and all entities related to the Company, and as a director, manager or similar functionary
of all entities related to the Company, effective as of March 31, 2018 (the "Termination Date").


 


NOW, THEREFORE, Executive and the Company
hereby agree to enter into this Agreement setting forth their respective supplemental obligations related to Executive's separation
as follows:


 


1. Compliance with the Separation
Agreement.  The parties agree that delivery of this Agreement shall fulfill their obligations under Section 2(c)
of the Separation Agreement.


 


2. General Release by Executive.  In
return for the Consideration (as defined in the Separation Agreement) and benefits referenced in the Separation Agreement and this
Agreement, Executive agrees to the following:


 


(a) Executive agrees, on behalf of himself
and all of his heirs or personal representatives, to release the Company and all of its subsidiaries, affiliates, predecessors
and successors, and all of their present or former officers, directors, managers, representatives, employees, agents, employee
benefit programs, and the trustees, administrators, fiduciaries and insurers of such programs (collectively, the "Company
Released Parties"), from any and all claims for relief of any kind, whether known to Executive or unknown, which in any
way arise out of or relate to Executive's employment at the Company or any of the other Company Released Parties, the separation
of his employment at the Company or any of the other Company Released Parties, any agreements between the Company or any of the
other Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or
events occurring at any time up to the Effective Date (as defined in Section 3(h) below), including, but not limited to, any and
all claims of discrimination, retaliation or wrongful discharge of any kind, and any contractual, tort or other common law claims.  This
settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit,
unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including without limitation fraud and
misrepresentation, and any and all claims under any applicable federal laws, including, but not limited to, the Age Discrimination
in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. §
1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification
Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor
Standards Act, as amended, or under any applicable state or local laws or ordinances or any other legal restrictions on the Company's
rights, including Chapter 21 of the Texas Labor Code and Section 451 of the Texas Labor Code.


 






    	 



     


    

 


Executive further agrees not to file a suit
of any kind against the Company or any of the other Company Released Parties relating to his employment at the Company or any of
the other Company Released Parties, the separation thereof, any agreements between the Company or any of other the Company Released
Parties and Executive, including but not limited to the Employment Agreement, or any facts or events occurring at any time up to
the Effective Date, or to participate voluntarily in any employment-related claim brought by any other party against the Company
or any of the other Company Released Parties.  Even if a court rules that Executive may file a lawsuit against the Company
or any of the other Company Released Parties arising from Executive's employment at the Company or any of the other Company Released
Parties, the separation thereof, or any facts or events occurring at any time up to the Effective Date, Executive agrees not to
accept any money damages or any other relief in connection with any such lawsuit.  Executive understands that this Agreement
effectively waives any right he might have to sue the Company or any of the other Company Released Parties for any claim arising
out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company or
any of the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation
of Executive's employment.  However, Executive recognizes and understands that this release does not prohibit him from
filing an administrative charge with any state or federal agency.


 


Further, this release does not waive Executive's
rights to enforce this Agreement.  In addition, this release does not give up Executive's rights, if any, to rights that
the Executive has a terminated employee under employee benefit plans of the Company, including the right to continued health plan
coverage under Section 4980B of the Internal Revenue Code and vested benefits under the Company’s 401(k) plan or COBRA benefits
under the Company's standard benefit programs applicable to Executive.  Further, this release does not waive Executive's
rights to vested equity interests, vested 401(k) or pension monies or Executive's rights to indemnification under the Company's
charter or bylaws or the Indemnification Agreement, dated as of October 1, 2014, between Executive and the Company.


 


(b) General Release by the Company.  Except
as set forth in the last paragraph of this Section 2, the Company agrees, on behalf of itself and all of its parent companies,
subsidiaries, affiliates, predecessors and successors, to release Executive and his heirs (collectively, the "Executive
Released Parties"), from any and all claims for relief of any kind, whether known to it or unknown, which in any way arise
out of or relate to Executive's employment at the Company any of the other Company Released Parties, the separation of Executive's
employment at the Company or any of the other Company Released Parties, or any agreements between the Company or any of the other
Company Released Parties and Executive, including but not limited to the Employment Agreement, and concerning any facts or events
occurring at any time up to the Effective Date. This settlement and waiver includes all claims, whether for breach of contract,
quasi-contract, implied contract, quantum meruit, unjust enrichment, any tort claims, including without limitation misrepresentation,
breach of fiduciary duty, and any and all claims under any applicable law.


 


Except as set forth in the last paragraph
of this Section 2, the Company further agrees not to file a suit of any kind against Executive or any of the other Executive Released
Parties relating to Executive's employment at the Company, the separation thereof, any agreements between the Company or any of
the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or to participate voluntarily
in any employment-related claim brought by any other party against Executive or any of the other Executive Released Parties.  Except
as set forth in the last paragraph of this Section 2, even if a court rules that the Company may file a lawsuit against Executive
or any of the other Executive Released Parties arising from Executive's employment at the Company or any of the other Company Released
Parties, the separation thereof, or any facts or events occurring at any time up to the Termination Date, the Company agrees not
to accept any money damages or any other relief in connection with any such lawsuit.  The Company understands that this
Agreement effectively waives any right it might have to sue Executive or any of the other Executive Released Parties for any claim
arising out of Executive's employment at the Company or any of the other Company Released Parties, any agreements between the Company
or the other Company Released Parties and Executive, including but not limited to the Employment Agreement, or the separation of
Executive's employment, except as set forth in the last paragraph of this Section 2.


 


Notwithstanding the generality of the foregoing,
nothing contained herein shall release the Executive or the other Executive Released Parties from any claim relating to (i) a breach
by Executive of any provision of any agreement that pursuant to the Separation Agreement survives the execution thereof, including
but not limited to the Employment Agreement, (ii) Executive's obligations set forth in this Agreement or the Separation Agreement
or (iii) Executive's fraud, willful misconduct, gross negligence or illegal act.


 



    	 



     


    

 


3. Miscellaneous Provisions.


 


(a) Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the Separation Agreement.


 


(b) Executive confirms that, while he
understands that he has had such an obligation since he began his employment with the Company or any of the other Company Released
Parties, he shall not disclose any of the trade secrets or other Confidential Company Information (as defined in the Employment
Agreement) of the Company or any of the other Company Released Parties and shall not make use of such trade secrets or Confidential
Company Information in any fashion at any time, including in any future employment, work or business.


 


(c) Executive agrees to comply at all
times after the Termination Date with the provisions of the Employment Agreement that survive after the Termination Date. Executive
acknowledges and agrees that Section 15 of the Employment Agreement (i) prohibits Executive until the first anniversary of the
Termination Date from, among other things, (x) engaging in certain activities (as defined in the Employment Agreement), and (y)
encouraging, soliciting or inducing any employee of the Company to terminate such person's employment, and (ii) shall survive the
separation of his employment, regardless of the separation reason, and shall survive the execution of this Agreement.


 


(d) Executive understands and agrees
that the Company shall have the right to and may sue him for breach if he violates the provisions of the Employment Agreement,
the Separation Agreement or this Agreement.  Executive further acknowledges that but for his agreements to comply with
his obligations described in this Agreement, the Separation Agreement and the Employment Agreement, the Company would not provide
him with the compensation, benefits and consideration set forth in Section 2 and elsewhere in the Separation Agreement.


 


(e) Executive understands that this Agreement
does not constitute an admission of any kind by the Company, but is simply an accommodation that offers him the Consideration (which
he would not otherwise be entitled to receive) in return for his agreeing to, signing and not revoking this document.


 


(f) Executive acknowledges that in the
course of Executive's employment with the Company, Executive has gained knowledge and experience and/or was a witness to events
and circumstances that may arise in the Company's defense or prosecution of subsequent proceedings.  Executive agrees
to cooperate fully with the Company, including without limitation providing truthful testimony and meeting promptly with Company
counsel upon reasonable notice, and to appear upon the Company's reasonable request as a witness and/or consultant in defending
or prosecuting claims of all kinds, including but not limited to any litigation, administrative actions or arbitrations, at the
Company's expense.


 



    	 



     


    




 


(g) Executive is entering into this Agreement
freely and voluntarily.  Executive has carefully read and understands all of the provisions of this Agreement.  Executive
has carefully read and understands all of the provisions of this Agreement.  Executive understands that it sets forth
the entire agreement between Executive and the Company and Executive represents that no other statements, promises, or commitments
of any kind, written or oral, have been made to Executive by the Company, or any of its agents, to cause Executive to accept it.  Executive
acknowledges that he has been advised to consult legal counsel concerning this Agreement prior to signing this Agreement, and that
he has had sufficient opportunity to do so.  Executive understands and agrees that he shall not sign this Agreement before
the Termination Date.  Executive understands that he may have up to 21 days from the date he received this Agreement
to consider this Agreement.  Executive understands that if he signs this Agreement, he will then have seven days to revoke
it if he so chooses.  Executive may revoke this Agreement by delivering a written notice of cancellation to Daniel Hansen,
Summit Hotel Properties, Inc., 13215 Bee Cave Parkway, Suite B-300, Austin, Texas 78738.  However, if Executive elects
to revoke this Agreement, Executive understands that he will not be entitled to the Consideration referenced in this Agreement.  Executive
realizes this Agreement is not effective or enforceable until the seven-day period expires without revocation.  Executive
understands that this Agreement will not become effective or enforceable until the eighth day after he signs this Agreement without
revocation (the "Effective Date").  Executive understands that the Company will have no duty to provide
him with the consideration described in this Agreement until after the Effective Date.


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date written below.


 


	 	SUMMIT HOTEL PROPERTIES, INC.,


a Maryland corporation



	 	 	 
	 	 	 
	 	 	 
	Date:    March 31, 2018 	By:		 
	 	 	Daniel P. Hansen
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	Date:    March 31, 2018	 		 
	 	 	Greg A. Dowell