Exhibit 10.25
Highland Hospitality Corporation
Compensation for Non-Employee Directors
Annual Fees
The Chairman of our Board is paid a fee of $250,000 annually. Each of our directors (other than the Chairman and President and Chief Executive Officer) who does not serve as the chairman of one of our committees is paid a director’s fee of $20,000 annually. Each director who serves as a committee chairman, other than our Audit Committee chairman, is paid a director’s fee of $25,000 annually. The director who serves as our Audit Committee chairman is paid a director’s fee of $30,000 annually.
Effective with the completion of our initial public offering, we granted our Chairman a restricted common stock award for 175,000 shares of restricted common stock, which vest at the rate of one-third of the number of shares of restricted common stock on each of the first three annual anniversary dates of the completion of our initial public offering. The vesting of those shares of restricted common stock will accelerate if the Chairman’s service as a director terminates for death or disability, by reason of the failure of the Chairman to be re-nominated by our Board or re-elected by the stockholders (other than his voluntary withdrawal from the Board or a removal for cause and in accordance with our charter) or by reason of a change in control of our Company. Each of our other non-employee directors serving at the time of our 2005 Annual Meeting of Stockholders received a grant of 2,000 vested shares of common stock at the time of the meeting of the Board immediately following that Annual Meeting of Stockholders. Assuming each of our current non-employee directors (other than our Chairman) continues service on the Board, each will receive a grant of an additional 2,000 vested shares of common stock at the time of the meetings of the Board immediately following our 2006 Annual Meeting of Stockholders and each subsequent annual meeting of our stockholders.
Meeting Fees
Each director, other than our Chairman and President and Chief Executive Officer, is also paid $1,500 per Board or committee meeting attended (or $500 per telephonic meeting), except that committee chairpersons are paid $2,500 per committee meeting attended.
Expenses
Directors are reimbursed for their reasonable expenses of attending board and committee meetings.
