EX-10.2 Directors Deferred Compensation Plan



 







Exhibit 10.2

EXECUTION COPY




DIRECTORS’ DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective May 19, 2006)




          Boykin Lodging Company (the “Company”) hereby adopts and publishes this instrument for the
purpose of amending and restating the Directors’ Deferred Compensation Plan established by the
Company (the “Plan”) in its entirety, effective May 19, 2006. The Plan shall have the terms and
conditions set forth in this document effective as of May 19, 2006, except as otherwise
specifically provided herein.




          1. Purpose and Original Effective Date. The purpose of the Plan is to assist the
Company in attracting and retaining persons of competence and stature to serve as outside directors
by enabling them to defer receipt of the fees payable to them by the Company for their services as
directors. The Plan applies to all elections to defer made after November 4, 1996 and to all
director’s fees payable with respect to periods commencing with the Company’s fiscal quarter which
began October 1, 1996.




          2. Participation. Each outside director of the Company (a) who is duly elected or
appointed to the Company’s Board of Directors and (b) who receives fees for services as a director,
may elect to defer receipt of fees otherwise payable to him, as provided for in the Plan. Each such
director who elects to defer fees shall be a Participant in the Plan.




          3. Administration. The Administrator of the Plan is Robert W. Boykin, a director and
officer of the Company who is not eligible to become a Participant (“Administrator”). The
Administrator shall serve at the pleasure of the Board of Directors and shall administer, construe
and interpret the Plan. The Administrator shall not be liable for any act done or determination
made in good faith. The Board of Directors shall have the power to designate additional or
replacement Administrators at its discretion.




 









 








          4. Deferrals.





          (a) Deferral Election. Any eligible director may file with the Administrator
of the Plan, prior to January 1 of each year, an election in writing to participate in the
Plan for that year or for that year and succeeding years. Effective as of January 1, 2005,
each director who first becomes eligible to participate after the date of the adoption of
the Plan and who elects to participate in the Plan must make an initial deferral election
within 30 days after the date such director first becomes eligible to participate in order
to defer fees for services rendered during the remaining portion of the year after such
election. When a deferral election is filed, no fees will be paid for services so
designated for that year (or portion thereof, as applicable) or, if the election so
provides, for that year and for succeeding years. If an election has been filed to
participate in the Plan for succeeding years and a Participant wishes to discontinue
deferrals, an election to terminate participation in the Plan for any year must be filed
prior to January 1 of that year. Notwithstanding the foregoing, effective upon approval by
the Board of Directors of the Agreement and Plan of Merger, dated May 19, 2006, among
Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding
LLC, Braveheart II Properties Company LLC, the Company, and Boykin Hotel Properties, L.P.
(the “Merger Agreement”), no additional deferral of fees may be made by any director under
the Plan and no additional credits shall be made to any Deferral Accounts (as defined in
subparagraph 4(b) below). To clarify, no additional deferral of fees may be made and no
additional credits may be made with respect to fees for which the Company has an accrual as
of the date of the Merger Agreement (i.e., fees earned on or after February 1, 2006), but
which have not yet been paid.




          (b) Accounting. The Company shall maintain appropriate records which shall
list and reflect each Participant’s credits and valuations (“Deferral Accounts”). The
Company shall credit to each Participant’s Deferral Account an amount equivalent to



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the fees that would have been paid to him if he had not elected to participate in the Plan.
The credit shall be made on the date on which the fee would have been paid absent a deferral
election. No funds shall be segregated into the Deferral Account of Participants; said
accounts shall represent a general unsecured obligation of the Company.




          (c) Valuation. Until the first distribution is made to a Participant, amounts
credited to a Deferral Account of such Participant shall be increased or decreased as
measured by the market value of the Company’s Common Shares plus, except as provided in
paragraph 7, the value of dividends or other distributions on the Company’s Common Shares
other than the REIT Dividend (as defined in the Merger Agreement). Each amount credited to
a Deferral Account shall be assigned a number of Share Units (including fractions of a
Share) determined by dividing the amount credited to the Deferral Account, whether in lieu
of payment of fees for service as a director or as a dividend or other distribution
attributable to such Share Units, by the fair market value of a share of the Company’s
Common Shares on the date of credit. Fair market value shall be the mean between the high
and low selling price of a share of the Company’s Common Shares on the New York Stock
Exchange on the applicable date or, if no sales occurred on such date, on the most recent
earlier date on which sales occurred. Each Share Unit shall have the value of a Common
Share of the Company. The number of Share Units shall be adjusted to reflect stock splits,
stock dividends or other capital adjustments other than the REIT Dividend effected without
receipt of consideration by the Company.



          5. Distribution. A Participant shall elect in writing, at the time he makes each
deferral election under subparagraph 4(a), the year in which distribution of the credits to his
Deferral Account to which the deferral election relates shall commence, and whether distribution
will be made in a lump sum or in installments, as permitted in the second succeeding sentence of
this paragraph 5. Except as provided in paragraph 7, payment shall commence not earlier than the
January 1 following the year in which the Participant attains age 55, and not later than the January 1




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following the year in which the Participant attains age 72. Commencing immediately prior to the
first distribution to a Participant and continuing thereafter, amounts credited to the Deferral
Account of such Participant shall be credited with interest, compounded quarterly, calculated at a
rate per annum for each fiscal quarter of the Company equal to the prime rate of interest as
published in The Wall Street Journal on the first business day of that quarter. Payment
may be made in one lump sum, or in five or ten equal annual installments of the Deferral Account
balance allocated to such installment payments determined as of the December 31 immediately
preceding commencement of distribution, with each payment accompanied by any interest credited
during the period preceding payment of the installment. The time of and method of distribution of
benefits may vary with each separate election, but each election shall be irrevocable. The
Deferral Accounts do not represent rights to acquire the Company’s Common Shares; payment shall
only be made in cash.




          6. Death or Disability.





          (a) If a Participant’s service is “terminated” by reason of death or disability prior
to the distribution of any portion of his benefits, the Company shall, within ninety (90)
days of the date of “service termination,” commence distribution of benefits to the
Participant (or to the beneficiary or beneficiaries in the event of death).
Distribution shall be made in accordance with the method of distribution elected by the
Participant pursuant to paragraph 5 hereof. If a Participant’s death or disability occurs
after distribution of benefits hereunder has begun, the Company shall continue to make
distributions to the Participant (or to the beneficiary or beneficiaries in the event of
death) in accordance with the methods of distribution elected by the Participant pursuant to
paragraph 5 hereof. For purposes of this paragraph 6, “terminated” or “service termination”
shall have the same meanings as “separation from service,” as that term is defined under
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).



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          (b) Each Participant may designate one or more beneficiaries to receive distributions
in the event of the Participant’s death by filing with the Company a beneficiary designation
on a form provided. The designated beneficiary or beneficiaries may be changed by a
Participant at any time prior to his death by the delivery to the Company of a new
beneficiary designation form. If no beneficiary shall have been designated, or if no
designated beneficiary shall survive the Participant, distributions pursuant to this
provision shall be made to the Participant’s estate.




     7. Change of Control. The provisions of this paragraph 7 shall take effect
upon the “REIT Effective Time,” as defined in the Merger Agreement. In the event of the
termination of the Merger Agreement, this paragraph 7 shall have no effect. Notwithstanding
any provision of paragraph 5 or paragraph 6 to the contrary, if the Company elects to
terminate the Plan at any time during the 30 days preceding or the 12 months following the
REIT Effective Time, the Company shall distribute each Participant’s Deferral Account in a
single sum cash payment (hereinafter referred to as a “Change of Control Payment”). The
amount of the Change of Control Payment to be paid to each Participant (or to the
Participant’s beneficiary or beneficiaries in the event of death) will be determined in the
following manner:




     (a) In the case of a Deferral Account balance allocated to installment payments which
have commenced but have not been completed prior to the REIT Effective Time, the Change of
Control Payment will be equal to the value of the undistributed installments of such
Deferral Account balance plus interest credited during the period preceding payment of the
Change of Control Payment pursuant to paragraph 5 hereof; and




     (b) In the case of all Deferral Account balances which are not described in
subparagraph 7(a), the Change of Control Payment will be equal to the product of (i) and
(ii) below:



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          (i) the number of Share Units in the Participant’s Deferral Account immediately prior
to the REIT Effective Time, and




          (ii) the “Common Share Merger Consideration” plus the aggregate “REIT Dividend Per
Share Amount,” as such terms are defined in the Merger Agreement.


The Change of Control Payments are in lieu of and shall replace any benefits otherwise payable
under paragraph 5 or paragraph 6 of the Plan. Each Change of Control Payment shall be paid within
15 days following the termination of the Plan. Upon payment of the Change of Control Payment by
the Company, each Participant or beneficiary shall have no further rights under the Plan.




          8. Assignment and Alienation of Benefits. To the extent permitted by law, the right
of any Participant to any account, benefit or payment hereunder shall not be subject in any manner
to attachment or other legal process for the debts of such Participant, and no account, benefit or
payment shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.




          9. Amendment or Termination. The Board of Directors of the Company may terminate this
Plan at any time or amend it at any time and from time to time. No amendment or termination of
this Plan shall affect the rights of a Participant accrued prior thereto without the consent of the
Participant. Notwithstanding anything in the Plan to the contrary, the Plan may be amended at any
time, if necessary, to conform or comply with provisions or requirements of the Code or any
applicable laws.




          10. Taxes. The Company shall not be responsible for the tax consequences under
federal, state or local law of any election made by any Participant under the Plan. All





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payments under the Plan shall be subject to withholding and reporting requirements to the extent
permitted by applicable law.




          11. Applicable Law. This Plan shall be interpreted under the laws of the State of
Ohio.




          12. Section 409A. Effective as of January 1, 2005, the Plan is intended to be
operated in compliance with the requirements of Code Section 409A. In the event that any provision
of the Plan fails to satisfy such requirements, the provision shall be void to the extent
practicable or otherwise construed in a manner so as to comply with Code Section 409A.




[signature page follows]




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          IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be
adopted, and executed by its Chairman of the Board of Directors and Chief Executive Officer, this
19th day of May, 2006.




	 	 	 	 	 	 	 
	 	 	Boykin Lodging Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Boykin
 

	 	 
	 	 	 	 	Robert W. Boykin, Chairman of the	 	 
	 	 	 	 	Board of Directors and Chief	 	 
	 	 	 	 	Executive Officer	 	 







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