Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, effective as of May 17, 2021, is between SUMMIT HOTEL PROPERTIES, INC.,
a Maryland corporation (the “Company”), and WILLIAM CONKLING (the “Executive”).


 


W
I T N E S S E T H:


 


WHEREAS,
in connection therewith, the Company desires to employ the Executive to devote substantially all of the Executive’s business time,
attention and efforts to the business of the Company and to serve as the Executive Vice President and Chief Financial Officer of the
Company; and


 


WHEREAS,
the Executive desires to be so employed on the terms and subject to the conditions hereinafter stated.


 


NOW,
THEREFORE, in consideration of the premises and mutual obligations hereinafter set forth, the
parties agree as follows:


 


1.             EMPLOYMENT.
The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Company’s Executive
Vice President and Chief Financial Officer to serve for the Term (as hereinafter defined) hereof, subject to earlier termination as hereinafter
provided.


 


2.             TERM.
The Initial Term of the Executive’s employment hereunder (the “Initial Term”) shall be for a period commencing
on May 17, 2021 (the “Effective Date”) and continuing until May 27, 2022. If neither the Company nor the
Executive has provided the other with written notice of an intention to terminate this Agreement at least thirty (30) days before the
end of the Initial Term (or any subsequent renewal period), this Agreement will automatically renew for a twelve (12) month period. For
purposes of this Agreement, the word “Term” means the Initial Term and any renewal period pursuant to the preceding sentence
and any extension pursuant to clause (ii) of the following sentence. Notwithstanding the preceding sentences (i) this Agreement
may be terminated earlier as provided herein and (ii) if a Control Change Date (as defined in Section 10 of this Agreement)
occurs during the Term, then the Term shall not end before the first anniversary of the Control Change Date or the date this Agreement
is terminated earlier as provided herein.


 


3.            SERVICES.
The Executive shall devote substantially all of the Executive’s business time, attention and effort to the Company’s affairs.
The Company further agrees that the Executive may engage in civic and community activities and endeavors provided that such activities
do not interfere with the performance of the Executive’s duties hereunder. The Executive shall have full authority and responsibility
for planning, implementation, managing and running the financial activities of the Company subject to the general direction, approval
and control of the Company’s Board of Directors (the “Board”).


 






     


     


    

 


4.             COMPENSATION.


 


(a)            Base
Salary. During the Term, the Company shall pay the Executive an annual Base Salary equal to Four Hundred Fifty Thousand Dollars ($450,000),
subject to any increases approved by the Board or its Compensation Committee (the “Committee”). Such Base Salary shall
be paid in accordance with the Company’s payroll schedule. Any increase in Base Salary shall not serve to limit or reduce any other
obligations to the Executive under this Agreement.


 


(b)            Annual
Bonus. In addition to the Executive’s annual Base Salary, for performance in each calendar year during the Term, the Executive
shall have the opportunity to earn an annual cash bonus (the “Annual Bonus”). The amount of the Annual Bonus shall be earned
and payable to the extent that predetermined individual and/or corporate goals established by the Committee are achieved and any other
requirements prescribed by the Committee, at the time the performance goals are established, are satisfied. Subject to the satisfaction
of any requirements described in the preceding sentence, the Annual Bonus that will be earned on account of achieving a “target”
level of performance (as established by the Committee), shall not be less than one hundred percent (100%) of the Executive’s then
current Base Salary. Any Annual Bonus that is earned pursuant to the preceding sentence shall be paid in a single lump sum payment no
later than March 15 following the calendar year in which the Annual Bonus is earned. For the avoidance of doubt, Executive’s
Annual Bonus for fiscal year 2021 shall not be pro rated and shall be paid as though Executive was employed through the entire
fiscal year.


 


5.             BENEFITS.
The Company agrees to provide the Executive with the following benefits:


 


(a)            Vacation.
The Executive shall be entitled each calendar year to a vacation, during which time the Executive’ compensation shall be paid in
full. The time allotted for such vacation shall be an aggregate of four (4) weeks. In the year the Executive’s employment
ends for any reason, the Executive shall be entitled to receive a prorated paid vacation based upon the amount of time that the Executive
has worked during the year of termination. In the event that the Executive has not taken all of the vacation time computed on a prorated
basis, the Executive shall be paid, at the Executive’s regular rate of Base Salary, for unused vacation. In the event Executive
has taken more vacation time than allotted for the year of termination, there shall be no reduction in compensation otherwise payable
hereunder.


 


(b)            Employee
Benefits. During the Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate
in all Company employee benefit plans in which other executive level employees of the Company and/or the members of their families, as
the case may be, are eligible to participate including, but not limited to, any retirement, pension, profit-sharing, insurance, disability
insurance, AD&D insurance, group health, or other plans which may now be in effect or which may hereafter be adopted by the Company.
Regarding life insurance, the Executive shall have the right to name the beneficiary of such life insurance policy.


 






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(c)            Equity
Plan Participation. The Executive shall be eligible to participate in the Company’s 2011 Equity Incentive Plan and any subsequent
equity incentive plan established during the Term (the “Equity Plan”) and shall receive awards, in such amounts and subject
to such terms, as determined by the Committee.


 


6.             EXPENSES.
The Company recognizes that the Executive will have to incur certain out-of-pocket expenses related to the Executive’s services
and the Company’s business, and the Company agrees to promptly reimburse the Executive for all reasonable expenses necessarily
incurred by the Executive in the performance of the Executive’s duties to the Company upon presentation of a voucher or documentation
indicating the amount and business purposes of any such expenses. These expenses include, but are not limited to, travel, meals and entertainment.
Expenses that are reimbursable to the Executive under this Section 6 shall be paid to the Executive in accordance with the Company’s
expense reimbursement policy but in no event later than March 15 following the calendar year in which the expense is incurred.


 


7.             TERMINATION.


 


(a)            Grounds.
This Agreement shall terminate in the event of the Executive’s death. In the case of the Executive’s Disability, the Company
may elect to terminate the Executive’s employment as a result of such Disability. The Company also may terminate the Executive’s
employment pursuant to a Termination With Cause or a Termination Without Cause. Finally, the Executive may terminate the Executive’s
employment with the Company pursuant to either a Voluntary Termination or a Voluntary Termination for Good Reason. For purposes of this
Agreement and the Equity Plan, the terms Disability, Voluntary Termination, Voluntary Termination for Good Reason, Termination With Cause
and Termination Without Cause are defined in Section 10 of this Agreement.


 


(b)            Notice
of Termination. Any termination by the Company or the Executive (other than upon death) shall be communicated by Notice of Termination
to the Executive or the Company, as applicable. For purposes of this Agreement, a “Notice of Termination” means a written
notice which (i) indicates the specific termination provision in this Agreement relied upon and the specific ground for termination;
(ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; and (iii) the
date of termination in accordance with Section 7(c) below.


 






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(c)            Date
of Termination. For the purposes of this Agreement, “Date of Termination” means (i) if the Company intends to treat
the termination as a termination based upon the Executive’s Disability, the Executive’s employment with the Company shall
terminate effective on the thirtieth day after the date of the Notice of Termination (which may not be given before the Executive has
been absent from work on account of a physical or mental illness or physical injury for at least one hundred fifty (150) days) provided
that, before such date, the Executive shall not have returned to the performance of the Executive’s duties with or without reasonable
accommodation; (ii) if the Executive’s employment is terminated by reason of Death, the Date of Termination shall be the date
of death of the Executive; (iii) if the Executive’s employment is terminated by reason of Voluntary Termination, the Date
of Termination shall be thirty (30) days from the date of the Notice of Termination (and the Executive shall be deemed to have terminated
employment by Voluntary Termination if the Executive voluntarily refuses to provide substantially all the services described in Section 3
hereof for a period greater than four (4) consecutive weeks, excluding periods in which the Executive is not performing services
on account of vacation in accordance with Section 5(a) hereof and periods in which the Executive is not performing services
on account of the Executive’s illness or injury or the illness or injury of a member of the Executive’s immediate family
or an approved leave under the Family and Medical Leave Act, if applicable, or any other applicable law); in such event, the Date of
Termination shall be the day after the last day of such four-week period; (iv) if the Company intends to treat the termination as
a Termination With Cause, the Company shall provide the Executive written notice of such grounds for termination and the Executive shall
have, to the extent provided in Section 10(i), the period specified in Section 10(i) to cure such cause to the reasonable
satisfaction of the Board acting in good faith or to the reasonable satisfaction of the Board’s Audit Committee acting in good
faith, as applicable, failing which, the Date of Termination shall be the end of the applicable cure period; (v) if the Executive’s
employment is terminated by reason of Voluntary Termination for Good Reason, the Date of Termination shall be thirty (30) days after
the end of the thirty (30) day cure period or (vi) if the Executive’s employment is terminated by a Termination Without Cause,
the Date of Termination shall be thirty (30) days from the Notice of Termination.


 


8.             COMPENSATION
UPON TERMINATION WITH CAUSE, VOLUNTARY TERMINATION, DEATH OR DISABILITY. This Section 8
applies in the event that the Executive’s employment ends upon a Termination With Cause, a Voluntary Termination, death or Disability
or any reason other than a Termination Without Cause or a Voluntary Termination With Good Reason. In any of those events, the Executive
(or the Executive’s estate in the event of the Executive’s death) shall be entitled to receive the Standard Termination Benefits.
The Standard Termination Benefits are the benefits or amounts described in the following subsections (a) and (b):


 


(a)            The
Executive shall be entitled to receive any compensation (including Base Salary and Annual Bonus and accrued but unused vacation) that
is earned prior to the Date of Termination but that remains unpaid as of the Date of Termination, which shall be paid in a single cash
payment within six (6) days of the Date of Termination.


 


(b)            The
Executive shall be entitled to receive any benefits due the Executive under the terms of any employee benefit plan maintained by the
Company and under the terms of any option, restricted stock or similar equity award; which benefits shall be paid in accordance with
the terms of the applicable plan and any award agreement between the Executive and the Company.


 


(c)            The
Executive shall be entitled to reimbursement of all accrued business expenses through the Date of Termination.


 


Except for the Standard Termination
Benefits, the Executive shall not be entitled to receive any compensation after the Date of Termination on account of a Termination With
Cause, a Voluntary Termination, death, Disability or any reason other than a Termination Without Cause or a Voluntary Termination With
Good Reason.


 






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9.             COMPENSATION
UPON TERMINATION WITHOUT CAUSE OR VOLUNTARY TERMINATION WITH GOOD REASON. This Section 9
applies in the event that the Executive’s employment ends upon a Termination Without Cause, or a Voluntary Termination With Good
Reason. In either of those events but subject to the provisions of this Agreement, the Executive shall be entitled to receive the benefits
and amounts described in the following subsections (a), (b), (c) and (d):


 


(a)            The
Company shall pay or provide the Standard Termination Benefits as provided in Section 8 except that all outstanding options, shares
of restricted stock and other equity awards, shall be vested and exercisable as of the Date of Termination and outstanding options, stock
appreciation rights and similar equity awards shall remain exercisable thereafter until their stated expiration date as if the Executive’s
employment had not terminated.


 


(b)            The
Company shall pay an amount equal to the Multiple (defined in Section 10 of this Agreement) times the Executive’s Base Salary
at the rate in effect on the Date of Termination (or, in the case of a Voluntary Termination for Good Reason, at the rate in effect before
a reduction in Base Salary that constitutes Good Reason for resignation), such amount to be paid in accordance with Section 9(g).


 


(c)            The
Company shall pay an amount equal to the Multiple (defined in Section 10 of this Agreement) times the Executive’s “target”
Annual Bonus under Section 4(b) for the calendar year that includes the Date of Termination. If the “target” Annual
Bonus for such year has not been established by the Committee before the Date of Termination, then the amount payable under this Section 9(c) shall
be the Multiple (defined in Section 10 of this Agreement) times the amount equal to one hundred percent (100%) of the Executive’s
Base Salary (or, in the case of a Voluntary Termination for Good Reason, at the rate in effect before a reduction in Base Salary that
constitutes Good Reason for resignation), such amount to be paid in accordance with Section 9(g).


 


(d)            The
Company shall pay an amount equal to the product of (x) the Annual Bonus earned by the Executive for the fiscal year of the
Company ended immediately before the Date of Termination and (y) a fraction, the numerator of which is the number of days
the Executive was employed by the Company during the fiscal year that includes the Date of Termination and the denominator of which is
365, such amount to be paid in accordance with Section 9(g).


 


(e)            The
Company shall reimburse the Executive for premiums paid by the Executive for COBRA coverage for the Executive and the Executive’s
eligible dependents. The Company shall reimburse the Executive for such premium payments for coverage during the twelve (12) months following
the Date of Termination or until the termination of the right to coverage under COBRA, whichever occurs first. Each reimbursement shall
be paid within fifteen (15) days of the Executive’s premium payment or, if later, within fifteen (15) days after the Executive’s
release and waiver of claims becomes effective in accordance with Section 9(f).


 






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(f)             No
benefits, other than the Standard Termination Benefits, will be paid or provided to, or on behalf of, the Executive under this Section 9
unless the Executive has signed and not revoked a release and waiver of claims in a form reasonably prescribed by the Company and furnished
to the Executive within five (5) days after the Date of Termination, releasing the Company and its officers, directors and affiliates
from all claims the Executive has or may have against such parties other than claims for the compensation and benefits outlined in this
Section 9 and indemnification, advancement and insurance, and such release and waiver of claims has become binding and irrevocable
on or before the sixtieth (60) day after the date the Executive’s employment ends upon a Termination Without Cause or a Voluntary
Termination for Good Reason.


 


(g)            Subject
to the requirements of Section 9(f) and the provisions of Sections 9(h) and 14(f), the total of the amounts described
in Section 9(b), (c) and (d) (the “Cash Severance”) shall be payable as described in the applicable
provisions of this Section 9(g).


 


 (1)            If
a Control Change Event and a Control Change Date have not occurred during the two (2) year period ending on the date of the Executive’s
Separation from Service, then the Cash Severance shall be payable in twenty-four (24) equal or nearly equal monthly installments. The
first installment shall be payable on the sixtieth (60th) day after the Date of Termination or, if later, on the sixtieth
(60th) day after the Executive’s Separation from Service. The remaining installments shall be payable on the first day
of the month beginning after the date on which the first installment is payable and on the first day of each month thereafter until all
of the Cash Severance has been paid.


 


 (2)            If
a Control Change Date and a Control Change Event have occurred during the two (2) year period ending on the date of the Executive’s
Separation from Service, then the Cash Severance shall be payable in a single cash payment on the sixtieth (60th) day after
the Date of Termination or, if later, on the sixtieth (60th) day after the Executive’s Separation from Service.


 


(h)            Notwithstanding
any other provision of this Section 9, each payment of the Cash Severance, other than Cash Severance payable on account of a termination
of the Executive’s employment upon a Termination Without Cause, that is payable under Section 9(g)(1) and that becomes
payable before a Control Change Date occurs shall be subject to reduction or offset by the amount of any compensation that the Executive
earns for personal services (other than amounts payable by the Company) after the Date of Termination and during the period in which
such Cash Severance is otherwise payable. Following a termination of the Executive’s employment upon a Voluntary Termination for
Good Reason the Executive agrees to promptly notify the Company of any employment or other services that the Executive provides during
such period and the amount of compensation payable to the Executive for those services so that the Company can give effect to the offset
described in this Section 9(h).


 


10.          DEFINITIONS.
For the purposes of this Agreement, the following terms shall have the following definitions:


 


(a)            “COBRA”
means continued group health plan coverage under Section 4980B of the Code.


 


(b)            “Code”
means the Internal Revenue Code of 1986, as amended.


 






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(c)            “Control
Change Date” for purposes of this Agreement, has the same meaning as such term is defined in the Company’s 2011 Equity
Incentive Plan.


 


(d)            “Control
Change Event” has the same meaning as such term is defined under Treasury Regulation §1.409A-3(i)(5).


 


(e)            “Disability”
means that the Executive is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.


 


(f)            “Multiple”
is “one and one half (1.5)” if the Executive’s employment ends upon a Termination Without Cause pursuant to a Notice
of Termination given by the Company before the date of a Control Change Date and a Control Change Date does not occur within nine (9) months
after the Date of Termination or if the Executive’s employment ends upon a Voluntary Termination With Good Reason pursuant to a
Notice of Termination given by the Executive before the date of a Control Change Date. The Multiple is “two (2.0)” if the
Executive’s employment ends upon a Termination Without Cause on or after the date of a Control Change Date or within the nine (9) months
preceding the date of a Control Change Date or if the Executive’s employment ends upon a Voluntary Termination With Good Reason
on or after the date of a Control Change Date.


 


(g)            “Separation
from Service” has the same meaning as such term is defined under Treasury Regulation §1.409A-1(h).


 


(h)            “Specified
Employee” has the same meaning as such term is defined under Treasury Regulation §1.409A-1(i).


 


(i)             “Termination
With Cause” means the termination of the Executive’s employment by act of the Board on account of (i) the Executive’s
failure to perform a material duty or the Executive’s material breach of an obligation set forth in this Agreement or a breach
of a material and written Company policy other than by reason of mental or physical illness or injury, (ii) the Executive’s
breach of Executive’s fiduciary duties to the Company, (iii) the Executive’s misconduct that is demonstrably and materially
injurious to the Company, monetarily or otherwise; provided that, in the cases of the foregoing clauses (i)-(iii), that following written
notice from the Board describing any such event, such event is not cured, to the reasonable satisfaction of the Board acting in good
faith, within thirty (30) days after such notice is received by the Executive, or (iv) the Executive’s conviction of, or plea
of guilty or nolo contendre to, a felony or crime involving moral turpitude or fraud or dishonesty involving assets of the Company.


 


(j)             “Termination
Without Cause” means the termination of the Executive’s employment by act of the Board that does not constitute a Termination
With Cause. For the avoidance of doubt, termination of the Executive’s employment on account of death or Disability or Voluntary
Termination is not a Termination Without Cause.


 






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(k)            “Voluntary
Termination” means the Executive’s voluntary termination of employment hereunder for any reason other than a Voluntary
Termination for Good Reason. For purposes of this Section 10(k), the term Voluntary Termination does not include a voluntary refusal
to perform services on account of a vacation taken in accordance with Section 5(a) hereof, the Executive’s failure to
perform services on account of the Executive’s illness or injury or the illness or injury of a member of the Executive’s
immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or any other absence from
service with the written consent of the Board or an approved leave under the Family and Medical Leave Act, if applicable, or any other
applicable law.


 


(l)             “Voluntary
Termination for Good Reason” means the Executive’s termination of employment hereunder on account of (i) the Company’s
material breach of the terms of this Agreement or a direction from the Board that the Executive act or refrain from acting which in either
case would be unlawful, a violation of duties of the Company and/or contrary to a material and written Company policy, (ii) a material
diminution in the Executive’s duties, functions and responsibilities to the Company and its affiliates without the Executive’s
consent or the Company preventing the Executive from fulfilling or exercising the Executive’s material duties, functions and responsibilities
to the Company and its affiliates without the Executive’s consent, (iii) a material reduction in the Executive’s Base
Salary or Annual Bonus opportunity, or (iv) a requirement that the Executive relocate the Executive’s employment more than
fifty (50) miles from the location of the Company’s principal office in Austin, Texas, without the consent of the Executive. The
Executive’s resignation shall not be deemed a “Voluntary Termination for Good Reason” unless the Executive gives the
Board written notice (delivered within thirty (30) days after the Executive knows of the event, action, etc. that the Executive
asserts constitutes Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the
reasonable satisfaction of the Executive acting in good faith, within thirty (30) days after such notice and the Executive resigns effective
not later than thirty (30) days after the expiration of such cure period.


 


11.           CODE
SECTION 280G. The benefits that the Executive may be entitled to receive under this
Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together
with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments
that are subject to Sections 280G and 4999 of the Code. As provided in this Section 11, the Parachute Payments will be reduced if,
and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would
receive absent a reduction.


 


The Accounting Firm
will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine
the Net After Tax Amount attributable to the Executive’s total Parachute Payments.


 


The Accounting Firm
will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999
of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable
to the Capped Payments.


 






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The Executive will
receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If
the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits
under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source
of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other
plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by
the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be
reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination.


 


As a result of the
uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under
this Section 11, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid
or distributed under this Section 11 (“Overpayments”), or that additional amounts should be paid or distributed
to the Executive under this Section 11 (“Underpayments”). If the Accounting Firm determines, based on either
the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm
believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the
Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount
will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce
the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999
of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred,
the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid
to the Executive promptly by the Company.


 


For purposes of
this Section 11, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately
before the Change in Control. For purposes of this Section 11, the term “Net After Tax Amount” means the amount of any
Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Sections 1, 3101(b) and 4999 of the Code and any
State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be
made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments
or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 11, the term “Parachute
Payment” means a payment that is described in Section 280G(b)(2) of the Code, determined in accordance with Section 280G
of the Code and the regulations promulgated or proposed thereunder.


 


12.           CODE
SECTION 409A. This Agreement and the amounts payable and other benefits provided
under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”),
after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered,
interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with,
or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of
the Board and without requiring the Executive’s consent, in such manner as the Board determines to be necessary or appropriate
to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this
Section 12, the Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or
benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of
Section 409A.


 






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With respect to
any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement
of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement
or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount
of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement
of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as
specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the
right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.


 


If a payment obligation
under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation
constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to
the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in Control
constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is
a Specified Employee, any such payment that is scheduled to be paid within six months after such Separation from Service shall accrue
without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s Separation
from Service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s
estate following the Executive’s death.


 


13.           TAX
WITHHOLDING. All payments to be made under this Agreement shall be reduced by applicable
income and employment tax withholdings.


 


14.           COVENANTS
OF THE EXECUTIVE.


 


(a)            General
Covenants of the Executive. The Executive acknowledges that (i) the principal business of the Company is acquiring, owning,
renovating and developing premium-branded select-service hotels in the upscale and upper midscale segments of the US lodging industry
(such business, and any and all other businesses that after the date hereof, and from time to time during the Term, become material with
respect to the Company’s then-overall business, herein being collectively referred to as the “Business”), (ii) the
Company knows of a limited number of persons who have developed the Business; (iii) the Business is, in part, national in scope;
(iv) the Executive’s work for the Company and its subsidiaries has given and will continue to give the Executive access to
the confidential affairs, proprietary information and trade secrets of the Company; (v) the covenants and agreements of the Executive
contained in this Section 14 are essential to the business and goodwill of the Company; and (vi) the Company would not have
entered into this Agreement but for the covenants and agreements set forth in this Section 14.


 






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(b)            Covenants
Against Competition. The covenant against competition herein described shall apply during the Executive’s employment with the
Company and its subsidiaries and, if a Control Change Date has not occurred, following a termination of the Executive’s employment
with the Company and its subsidiaries for any reason until the earlier of the first anniversary of such termination or a Control Change
Date (the “Restriction Period”). During the Restriction Period the Executive shall not, directly or indirectly, own,
manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated
with, in an executive, senior management, strategic or professional capacity, whether as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director or in any other individual or representative capacity, that is similar to an engagement
in an executive, senior management, strategic or professional capacity although otherwise named in any business or venture engaged in
the Business and that owns at least twenty-five (25) hotels, at least one of which is located within twenty-five (25) miles of any hotel
acquired, owned, managed, developed or re-developed by the Company and its subsidiary, or within twenty-five (25) miles of any hotel
the Company is pursuing to acquire, own, manage, develop or re-develop so long as the pursuit of such began prior to, and remained ongoing
at the time of the termination of the Executive’s employment; provided, however, that, notwithstanding the foregoing,
(i) the Executive may own or participate in the ownership of any entity which the Executive owned or managed or participated in
the ownership or management of prior to the Effective Date, which ownership, management or participation has been disclosed to the Company;
and (ii) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business
thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc.
Automated Quotation System or equivalent non-U.S. securities exchange, (B) the Executive is not a controlling person of, or a member
of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own one percent (1%) or more of any
class of securities of such entity. Notwithstanding the foregoing, this Section 14(b) shall not apply after the Executive’s
Termination Without Cause or Voluntary Termination for Good Reason or Disability.


 


(c)            Confidentiality.
During and after the Executive’s employment with the Company and its affiliates, except in connection with the business and affairs
of the Company and its affiliates: the Executive shall keep secret and retain in strictest confidence, and shall not use for the Executive’s
benefit or the benefit of others, all confidential matters relating to the Business and the business of any of its affiliates and to
the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company of any
of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation,
information with respect to the Business and any aspect thereof, profit or loss figures, and the Company’s or its affiliates’
(or any of their predecessors) properties, and shall not disclose such Confidential Company Information to anyone outside of the Company
except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of
receipt or thereafter becomes publicly known through no wrongful act of the Executive; (ii) is clearly obtainable in the public
domain; (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company;
(iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the
Company not to disclose such information; (v) was legally in the possession of or developed by the Executive prior to April 1,
2017; or (vi) is required to be disclosed by rule of law or by order of a court or governmental body or agency.


 






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(d)            Nonsolicitation.
During the Restriction Period, the Executive shall not, without the Company’s prior-written consent, directly or indirectly, (i) knowingly
solicit or knowingly encourage to leave the employment or other service of the Company or any of its affiliates, any employee employed
by the Company on the Date of Termination or knowingly hire (on behalf of the Executive or any other person or entity) any employee employed
by the Company on the Date of Termination who has left the employment or other service of the Company or any of its affiliates (or any
predecessor of either) within one (1) year of the termination of such employee’s or independent contractor’s employment
or other service with the Company and its affiliates; or (ii) whether for the Executive’s own account or for the account of
any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates,
relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s
employment with the Company is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). Notwithstanding
the above, nothing shall prevent the Executive from soliciting loans, investment capital, or the provision of management services from
third parties engaged in the Business if the activities of the Executive facilitated thereby do not otherwise adversely interfere with
the operations of the Business.


 


(e)            Company
Property. During and after the Executive’s employment with the Company and its affiliates, all memoranda, notes, lists, records,
property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available
to the Executive during the Term concerning the Business of the Company and its affiliates shall be the Company’s property and
shall be delivered to the Company at any time on request. Notwithstanding the above, the Executive’s contacts and contact data
base shall not be the Company’s property. Notwithstanding the above, software, methods and material developed by the Executive
prior to the Term of the Agreement shall not be the Company’s property.


 


(f)             Nondisparagement.
The Executive agrees that during and after the Executive’s employment with the Company and its affiliates the Executive will not
make any negative comments or otherwise disparage the Company or its officers, the Board or individual directors, employees, shareholders
or agents. Similarly, the Company agrees that during and after the Term, the Company will instruct the Company’s executive officers,
and members of the Board to not make any negative comments or otherwise disparage the Executive. The preceding sentences shall not be
violated by (i) truthful statements in response to legal process, required governmental testimony or filings, or administrative
or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (ii) communications
by the Executive to the Board or an officer of the Company or by the Board, members of the Board, Company officers, executives or members
of management that are made in the good faith performance of their duties.


 






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(g)            Rights
and Remedies upon Breach. The Executive acknowledges and agrees that any breach by the Executive of any of the provisions of this
Section 14 (the “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 Covenants, the Company
and its affiliates shall have the right and remedy to have the Covenants specifically enforced (without posting bond and without the
need to prove damages) by any court having equity 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. This right and remedy 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).
The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement of the Covenants. The Company has the right to cease making the payments of any Cash Severance installments
that remains payable under Section 9(g)(1) or other benefits to the Executive in the event of a material breach of any of the
Covenants that, if capable of cure and not willful, is not cured within thirty (30) days after receipt of notice thereof from the Company.


 


(h)            Severability.
The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement;
and that the Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the
provisions of this Agreement, including, without limitation, any of the Covenants, or any part thereof, is invalid or unenforceable,
the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the
invalid portions.


 


(i)             Duration
and Scope of Covenants. If any court or other decision maker of competent jurisdiction determines that any of the Covenants, including,
without or any part thereof are 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.


 


(j)             Enforceability
of Restrictive Covenants; Jurisdictions. The Company and the Executive intend to and hereby consent to jurisdiction to enforce the
Covenants upon the courts of any jurisdiction within the geographical scope of the Covenants. If the courts of any one or more of such
jurisdictions hold the 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 above in the courts of any other jurisdiction within the geographical scope of such Covenants, as to breaches
of such Covenants in such other respective jurisdictions, such Covenants as they relate to each jurisdiction’s being, for this
purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.Defend Trade Secrets
Act. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that-(A) is made-(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for
disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have
the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole
purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document
filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


 






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(k)            Whistleblower.
Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Executive
(or any other individual) from reporting possible violations of federal or state law or regulation to any governmental agency or entity,
including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector
General, or making other disclosures under the whistleblower provisions of federal or state law or regulation. The Executive does not
need the prior authorization of the Company to make any such reports or disclosures and the Executive shall not be required to notify
the Company that such reports or disclosures have been made.


 


15.           NOTICES.
All notices or deliveries authorized or required pursuant to this Agreement shall be deemed to have been given when in writing and personally
delivered or three (3) days following the date when deposited in the U.S. mail, certified, return receipt requested, postage prepaid,
addressed to the parties at the following addresses or to such other addresses as either may designate in writing to the other party:


 


	To the Company:	Summit Hotel Properties, Inc.
 Attn: Corporate Secretary
 13215 Bee Cave Parkway
 Suite B-300
 Austin, Texas 78738




 


	To the Executive:	At the address reflected in the Company’s payroll records




 


16.           ENTIRE
AGREEMENT. This Agreement contains the entire understanding between the parties hereto
with respect to the subject matter hereof and shall not be modified in any manner except by instrument in writing signed, by or on behalf
of, the parties hereto. Effective as of the Effective Date, this Agreement supersedes all prior agreements or understandings with respect
to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the
parties hereto.


 


17.           ARBITRATION.
Any claim or controversy arising out of, or relating to, this Agreement or its breach or the Executive’s employment with the Company,
other than a claim or controversy arising under Section 14, shall be settled by arbitration in Austin, Texas in accordance with
the governing Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. Judgment upon the award
rendered may be entered in any court of competent jurisdiction. In the event one of the parties hereto requests an arbitration proceeding
under this Agreement, such proceeding shall commence within 30 days from the date of such request. The prevailing party shall be entitled
to reasonable attorney’s fees and costs.


 






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18.           APPLICABLE
LAW. This Agreement shall be governed and construed in accordance with the laws of the
State of Texas.


 


19.           NO
SETOFF. The Company’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by a setoff, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other
employment or take other action by way of mitigation of the amounts payable to the Executive under the provisions of this Agreement.
The provisions of this Section 19 do not affect or detract from the Company’s rights under Section 9(h), Section 14
or Section 21.


 


20.           ASSIGNMENT.
The Executive acknowledges that the Executive’s services are unique and personal. Accordingly, the Executive may not assign the
Executive’s rights or delegate the Executive’s duties or obligations under this Agreement. The Executive’s rights and
obligations under this Agreement shall insure to the benefit of and shall be binding upon the Executive’s successors and assigns.


 


21.           RECOUPMENT.
The Executive acknowledges and agrees that any incentive compensation, whether payable in cash or equity (but excluding amounts that
vest or become payable solely on account of continued employment or service) that is payable under this Agreement or under any other
agreement or any plan or arrangement, is subject to recoupment or repayment if such action is required under applicable law or the terms
of any Company recoupment or “clawback” policy as in effect on the date that such compensation or benefit was paid.


 


22.           HEADINGS.
Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.


 












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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the 27th day of April, 2021, but intend the Agreement to be effective May 17,
2021.


 


	 	SUMMIT HOTEL PROPERTIES, INC.




 





	 	By:	/s/ Christopher Eng
	 	 	Title: Secretary


 





	 	EXECUTIVE
	 	 
	 	/s/ William Conkling
	 	WILLIAM CONKLING


 






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