EX-10.2



 Exhibit 10.2 

FINAL FORM 
 April 13, 2018

 BY HAND 
 Mr. John Cantele 

 

	Re:	Executive Vice President and Chief Operating Officer Appointment of CorePoint Lodging Inc. 


Mr. Cantele: 
 On behalf of CorePoint Lodging Inc. (the
“Company”), I am pleased to offer you employment as its Executive Vice President and Chief Operating Officer, reporting to the Company’s President and Chief Executive Officer (the “CEO”), with a start date on
the date on which the spin-off of the Company from La Quinta Holdings, Inc. is effective (the “Effective Date”). This offer, and the opportunity it represents, is extended with great
confidence in your abilities, and we are excited to have you lead the Company to successes. 
 As a condition of your employment with the Company, you agree
to observe and comply with all of the rules, regulations, policies and procedures established by the Company from time to time and all applicable laws, rules and regulations imposed by any governmental regulatory authority from time to time. Without
limiting the foregoing, you agree that during your employment with the Company, you will devote your full business time, attention, skill and best efforts to the performance of your employment duties and you are not to engage in any other business
or occupation while you are employed with the Company. This will not, however, limit your ability from (i) serving, with the prior written consent of the Company’s Board of Directors (the “Board”), as a member of the
boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations,
(ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so as not
to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities to the Company. 
 During your
employment with the Company, the Company will provide you with the following compensation and benefits: 
 Base Salary: Your annual
base salary shall be $509,850, subject to increase (but not decrease) as may be approved by the Compensation Committee of the Board (the “Compensation Committee”) from time to time. Your base salary will be payable in accordance
with the Company’s regular payroll practices. 
 Annual Bonus: During each fiscal year of your employment with the Company, you
will be eligible to participate in the Company’s annual bonus program applicable to senior executive officers, as adopted by the Compensation Committee in respect of each applicable year, and under which you be eligible to receive an annual
incentive bonus, with a target bonus amount equal to 100% of your base salary. The annual bonus for the 2018 fiscal year will be pro-rated to reflect your partial year of service. The actual annual bonus
amount will be based upon achievement of Company and individual performance targets established by the Compensation Committee for the fiscal year to which the bonus relates, and will be paid to you in accordance with the terms of the annual bonus
program at the same time bonuses are generally paid to other senior executive officers of the Company. 
 Long-Term Incentives: In
addition to your cash compensation, you will be eligible to participate in the Company’s long-term incentive program in a manner consistent with other senior executive officers of the Company, and will be eligible to receive annual grants under
such program in amounts and in a form determined by the Compensation Committee. 







 For the 2018 fiscal year, your long-term incentive award will be in the form of Restricted Stock
that will vest in three substantially equal installments on December 15, 2018, and on each of the first and second anniversaries of such date, and the remainder of which will be in the form of Performance Share Units that vest based on the
achievement of Company performance metrics, which will be established by the Compensation Committee in consultation with the CEO. The number of shares of Restricted Stock granted will equal $540,000 divided by the closing price of the shares of the
Company on the Effective Date (the “Initial Closing Price”), and the number of Performance Share Units granted will have a target value of $360,000, based on the Initial Closing Price. As with the other senior executives, these
awards will be granted under the Company’s 2018 Omnibus Incentive Plan, which is expected to be approved prior to the Effective Date (the “Incentive Plan”), and will be subject to the terms of the Incentive Plan as well as the
applicable award agreement (each, an “Award Agreement”) that you will be required to execute in connection with the grants. 

If you undergo a qualifying termination of employment (i.e., by the Company without Cause or by you with Good Reason, each as defined in the
CorePoint Lodging Inc. Executive Severance Plan (the “Executive Severance Plan”)), you will remain eligible to vest in your long-term incentives as follows: 
  

	 	•	 	With respect to the Restricted Stock award, if such qualifying termination occurs prior to a Change in Control (as defined in the Incentive Plan), then you will vest in the portion of such award that would have vested
on the next scheduled vesting date, and if such qualifying termination occurs on or following a Change in Control, then you will fully vest in such award. In addition, if your employment with the Company terminates as a result of your death or
Disability (as defined in the Incentive Plan) (whether before, on or following a Change in Control), then you will fully vest in such award. 

  

	 	•	 	With respect to the Performance Share Units, if you undergo a qualifying termination or if your employment with the Company terminates as a result of your death or Disability, in each case, prior to a Change in Control,
you will be eligible to vest in a pro rata portion of such award, subject to achievement of the applicable performance metrics based on actual performance through the date of such termination. In the event of a Change in Control prior to the Regular
Vesting Date (as will be defined in the Award Agreement), then you will be eligible to vest in a portion of such award, subject to achievement of the applicable performance metrics based on actual performance through the Change in Control.


 In addition, in connection with your appointment as Executive Vice President and Chief Operating Officer, the Company will
award you (i) a one-time grant of Restricted Stock under the Incentive Plan, with a grant date value of $1,050,000, based on the Initial Closing Price, which, subject to your continued employment through
the applicable date, shall vest on the third anniversary of the date of grant and (ii) a one-time grant of Restricted Stock under the Incentive Plan, with a grant date value of $1,050,000, based on the
Initial Closing Price, which, subject to your continued employment through the applicable date, shall vest on the fourth anniversary of the date of grant. Such awards of Restricted Stock shall otherwise be subject to the terms of an Award Agreement
that you will be required to execute in connection with such grant. If you undergo a qualifying termination of employment (i.e., by the Company without Cause, by you with Good Reason, or as a result of your death or Disability), you will fully vest
in such award. 

  
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 Benefits: Commencing on May 15, 2018, it is anticipated that you will be eligible to
participate in the various benefit plans which are expected to be offered by the Company from time to time, including health, insurance, retirement, vacation/PTO and other benefits, in each case, subject to the terms and conditions set forth in the
applicable benefit plan. You will also participate in the Executive Severance Plan in accordance with its terms. 
 Taxes: All of the
compensation and benefits provided to you by the Company shall be subject to reduction for taxes as required by applicable law. 
 This letter is not
intended to create an employment contract for any set period of time, rather your employment with the Company is “at will”, meaning you or the Company may terminate your employment at any time or for any reason, with or without notice. The
“at will” nature of your relationship with the Company may not be modified or amended except by written agreement between you and the Board. 

This letter supersedes and replaces, as applicable, any and all agreements between you and the Company, with respect to all subject matters included in this
letter. 
 To accept your appointment as Executive Vice President and Chief Operating Officer of the Company, please execute this letter where indicated
below, and return the executed copy to La Quinta Holding Inc.’s General Counsel. This letter may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the
same instrument. The execution of this letter may be by actual or facsimile signature. The letter shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely within
such State. 
  

	
	Sincerely,
	
	/s/ Keith Cline
	Keith Cline


  
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	Agreed and Accepted this 13 day of April, 2018
	
	/s/ John Cantele
	John Cantele


  
 [Signature Page to
CorePoint Lodging Inc. Offer Letter]