Exhibit 99.3
Boykin Lodging Company
Amended and Restated
CFO/CIO Employee Severance Plan
ARTICLE 1
PURPOSE AND DEFINITIONS
1.1. Purpose. The purpose of this Boykin Lodging Company Amended and Restated
CFO/CIO Employee Severance Plan (the "Plan") is to protect a certain key
employee against an involuntary loss of employment under certain
circumstances following a change in control of Boykin Lodging Company. To
the extent that the Plan is considered to be a plan for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), it
shall be considered an unfunded plan maintained primarily for the purpose
of providing benefits for a select group of management or highly
compensated employees, within the meaning of U.S. Department of Labor
Regulations Section 2520.104-24.
1.2. Definitions. The following words and phrases as used herein shall have the
following meanings, unless a different meaning is required by the context:
"Accountants" shall mean the Company's tax accountants serving immediately
prior to a Change of Control (as defined herein).
"Annual Compensation" shall mean, with respect to the Participant, an
amount equal to the sum of (a) the Participant's gross annual base salary
at the rate in effect immediately prior to a Change of Control and (b) an
amount equal to the Participant's gross annual base salary at the rate in
effect immediately prior to a Change of Control multiplied by the
Participant's target bonus percentage established by the Compensation
Committee for the fiscal year during which a Change of Control occurs.
"Benefits" shall mean:
(a) Continuation of the medical, disability, dental and all
other group and individual insurance benefits provided
to the Participant by the Company immediately prior to a
Change of Control (or, in the event the Company is
unable to continue these benefits, payment of amounts
necessary for the Participant to obtain them); and
(b) Continuation of the payment of the Participant's vehicle
allowance (which includes a vehicle payment allowance,
reimbursement for automobile insurance and payment of
parking expenses) in an amount equal to the allowance in
effect immediately prior to a Change of Control.
"Board of Directors" or "Board" shall mean the Board of Directors of the
Company as constituted at any time.
"Cause" shall mean any act or any failure to act on the part of the
Participant which constitutes a felony for which the Participant is
convicted or pleads nolo contendere.
"Change of Control" with respect to the Company shall be deemed to have
taken place if any of the following events occur:
(a) The Board of Directors or shareholders of the Company
approve a consolidation or merger that results in the
shareholders immediately prior to the transaction giving
rise to the consolidation or merger owning less than 50%
of the total combined voting power or total fair market
value of all classes of stock entitled to vote of the
surviving entity immediately after the consummation of
the transaction giving rise to the merger; or
(b) The Board of Directors or shareholders of the Company
approve the sale of substantially all of the assets of
the Company to one Person or a group of Persons acting
together that is unrelated (within the meaning of
Section 409A of the Code and the
regulations thereunder) to the Company or the
liquidation or dissolution of the Company; or
(c) Any Person (other than the Company or a Subsidiary or
any Company employee benefit plan (including any trustee
of any such plan acting in its capacity as trustee))
purchases any common shares of the Company (or
securities convertible into common shares of the
Company) pursuant to a tender or exchange offer without
the prior consent of the Board of Directors, or becomes
the beneficial owner of securities of the Company
representing more than 50% of the voting power or fair
market value of the Company's outstanding securities; or
(d) During any two-year period, individuals who at the
beginning of such period constitute the entire Board of
Directors cease to constitute two-thirds of the Board of
Directors, unless the election or nomination for
election of each new director is approved by at least
two-thirds of the directors then still in office who
were directors at the beginning of that period.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Compensation Committee of the Board or any
successor thereto or in the event no such committee exists, the Board.
"Company" shall mean Boykin Lodging Company and any successors thereto by
merger, consolidation, liquidation or other reorganization.
"Good Reason" shall mean the occurrence, on or after a Change of Control,
of any of the following with respect to the Participant or his or her
status, position, responsibilities or compensation existing immediately
prior to that Change of Control, unless the Participant has consented
thereto in writing: (a) any limitation of the Participant's
responsibilities or duties, or any demotion in the Participant's position
with the Company, (b) any removal of the Participant from, or failure to
re-elect the Participant to, any of the positions with the Company held by
the Participant except in conjunction with an election or appointment to
an equal or higher position, (c) any reduction in the salary, incentive
compensation and other employee benefits, taken as a whole, (d) any
material increase in the Participant's travel obligations, or (e) any
change in the Participant's principal work location or the location of the
Participant's primary work group by more than 50 miles from the
Participant's or primary work group's location immediately prior to the
Change of Control. Good Reason shall be deemed to exist under (a) or (b)
above if the Participant's position with the Company following a Change of
Control is such that, although he maintains his status, position,
responsibilities and compensation existing immediately prior to that
Change of Control, such status, position or responsibilities are
maintained with a subsidiary of the acquiring Person and results in the
Participant having a diminution of his status, position or
responsibilities with respect to the acquiring Person as a whole
(including all affiliates and subsidiaries). For example, Good Reason
shall be deemed to exist if following a Change of Control the Company is a
subsidiary of the acquiring Person and the Participant is Chief Operating
Officer of the Company, but not the acquiring Person.
"Involuntary Termination" shall mean (i) a Separation from Service (as
defined herein) that is brought about by the Company for any reason other
than Cause or (ii) a Separation from Service by the Participant for Good
Reason.
"Participant" shall mean the Company's Chief Financial Officer and Chief
Investment Officer, subject to Sections 2.1 and 2.2 below.
"Person" shall mean an individual, corporation, limited liability company,
joint venture, partnership, trust, unincorporated organization or any
other legal entity.
"Separation from Service" shall have the meaning ascribed to it in Section
409A of the Code and the regulations thereunder.
"Severance Amount" shall mean the amount determined pursuant to Section
3.1.
"Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock
possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. The Chief Financial Officer and Chief Investment Officer of
the Company shall be eligible to become a Participant pursuant to Section
2.2.
2.2 Participation. The Company shall, as soon as practicable after the
effective date of the Plan, prepare and send a separate letter of
participation ("Participation Letter") to the Participant. The Company's
Chief Financial Officer and Chief Investment Officer shall not become the
Participant unless and until he or she signs and agrees to his or her
Participation Letter and the terms and conditions of the Plan.
ARTICLE 3
BENEFITS
3.1 Amount of Severance Benefit. The Severance Amount to which the Participant
shall be entitled under the Plan shall be equal to the Participant's
Annual Compensation multiplied by two.
3.2 Entitlement; Payment of Severance Amount in Lump Sum; Payment of Benefits.
In the event the Participant's employment with the Company terminates
within two years after a Change of Control due to an Involuntary
Termination, the Severance Amount shall be paid in a lump sum by the
Company upon or immediately following the Participant's Involuntary
Termination; provided, however, that if the Participant is a key employee
of the Company (as defined in Section 409A of the Code), the Severance
Amount shall be paid on the earliest date that payment of the Severance
Amount can be made without incurring an excise tax pursuant to Section
409A of the Code. In addition, the Company shall provide the Participant
with the Benefits for a period of 24 months following the Involuntary
Termination.
3.3 Transaction Incentive Bonus. If prior to December 31, 2005 the Company
enters into a definitive agreement concerning a transaction the
consummation of which will result in a Change of Control and pursuant to
which the shareholders of the Company will receive at least $12.00
(whether in cash or securities) per common share, without par value, of
the Company, the Participant shall be paid a bonus in the amount of
$250,000 in cash at the closing of such transaction (the "Transaction
Bonus"). The Participant shall not be paid the bonus if the transaction
does not close.
3.4 Excess Parachute Tax Gross-Up. It is possible that a payment or
distribution (including, without limitation, any distribution or payment
with respect to the vesting of any stock options or share grants or the
vesting of any benefits) to the Participant or for the Participant's
benefit (whether paid or payable or distributed or distributable) pursuant
to the terms of the Plan or otherwise (a "Payment") may constitute a
"parachute payment" within the meaning of Section 280G of the Code. The
Company acknowledges that the protections set forth in this Section 3.4
are important, and it is agreed that, except as provided in Section
3.4(c), the Participant should not have to bear the burden of any excise
tax that might be levied under Section 4999 of the Code (such excise tax,
together with any interest or penalties incurred by the Participant with
respect to such excise tax, being collectively referred to as the "Excise
Tax") as a result of the Participant's receipt of the benefits payable to
the Participant pursuant to this Plan or otherwise. The following shall
therefore apply:
(a) Except as provided in Section 3.4(c), if it is determined that
any Payment is subject to the Excise Tax, then the Company
shall pay to or on behalf of the Participant an additional
payment (a "Gross-Up Payment") in an amount such that after
payment by the Participant of all taxes (including any
interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any
interest or penalties imposed with respect thereto) and Excise
Tax, imposed upon the Gross-Up Payment, the Participant
retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payment. The foregoing determinations
will be made by the
Accountants in consultation with the Participant and the
Company and in accordance with the analysis, valuations and
calculations prepared by the Accountants in connection with
Section 3.4(b), below. The Participant and the Company will
each provide the Accountants access to and copies of any
books, records, and documents in the possession of the
Participant or the Company, as the case may be, reasonably
requested by the Accountants, and otherwise cooperate with the
Accountants in connection with the preparation and issuance of
the determinations and calculations contemplated by this
Section 3.4.
(b) The Company shall cause all determinations required to be made
under this Section 3.4, including the assumptions to be
utilized in arriving at such determinations, to be made by the
Accountants, which shall provide the Participant and the
Company with their determinations and detailed supporting
calculations with respect thereto at least 15 business days
prior to the date on which the Participant would be entitled
to receive a Payment (or as soon as practicable in the event
that the Accountants have less than 15 business days advance
notice that the Participant may receive a Payment) in order
that the Participant may determine whether the Participant
concurs with such determination. For the purpose of
determining whether any of the Payments will be subject to the
Excise Tax and the amount of such Excise Tax, such Payments
will be treated as "parachute payments" within the meaning of
Section 280G of the Code, and all "parachute payments" in
excess of the "base amount" (as defined under Section
280G(b)(3) of the Code) shall be treated as subject to the
Excise Tax, unless and except to the extent that in the
opinion of the Accountants such Payments (in whole or in part)
either do not constitute "parachute payments" or represent
reasonable compensation for services actually rendered (within
the meaning of Section 280G(b)(4) of the Code) in excess of
the "base amount," or such "parachute payments" are otherwise
not subject to such Excise Tax. Any determination by the
Accountants shall be binding upon the Company and the
Participant. The amount of any Gross-Up Payment shall be paid
in a lump sum within seven days following such determination
by the Accountants. In the event that the Accountant's
determination is not finally accepted by the Internal Revenue
Service (the "IRS"), the Participant shall notify the Company
in writing of any such claim by the IRS. Such notification
shall be given as soon as practicable after the Participant is
informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which any
incremental tax attributable to such claim is requested to be
paid. In connection with any claim or potential contest of
such claim, the Participant and the Company will provide each
other access to and copies of any books, records, and
documents in the possession of the Participant or the Company,
as the case may be, reasonably requested by the other party,
and will otherwise cooperate with each other in connection
with any such claim. In the event that the Participant or the
Company contest such claim, the Company shall bear and pay
directly all costs and expenses (including additional interest
and penalties) incurred in connection with such contest. Upon
resolution of any such claim, an appropriate adjustment,
including penalties and interest, if any, shall be computed
(with an additional Gross-Up Payment, if applicable) by the
Accountants based upon the final amount of the Excise Tax so
determined. Such adjustment shall be paid by the appropriate
party in a lump sum within seven days following the
computation of such adjustment by the Accountants. Nothing
contained in this Section 3.4 shall limit the Participant's
ability or entitlement to settle or contest as the case may
be, any claim or issue asserted by the IRS. All fees and
expenses of the Accountants incurred pursuant to this Section
3.4 and all costs associated with such claims by the IRS or
any other taxing authority shall be borne solely by the
Company.
(c) Notwithstanding anything to the contrary contained herein, the
Company shall not pay, and the Participant shall not be
entitled to receive, any Gross-Up Payment with respect to the
Transaction Bonus. The Participant shall be solely responsible
for paying any Excise Tax incurred by the Participant as a
result of the payment of the Transaction Bonus.
3.5 Withholding. Payments under the Plan are subject to such federal, state
and local income tax withholding and all other federal, state and local
taxes as are applicable. The Company shall withhold from any payments it
makes all applicable federal, state and local withholding taxes.
ARTICLE 4
CLAIMS
4.1 Claims Procedure. If the Participant has a claim for benefits which are
not being paid, the Participant may file with the Committee a written
claim setting forth the amount and nature of the claim, supporting facts,
and the Participant's address. The Committee shall notify the Participant
of its decision in writing by registered or certified mail within 30 days
after its receipt of a claim, unless otherwise agreed to by the
Participant. If a claim is denied, the written notice of denial shall set
forth the reasons for such denial, refer to pertinent Plan provisions on
which the denial is based, describe any additional material or information
necessary for the Participant to realize the claim, and explain the claim
review procedure under the Plan.
4.2 Claims Review Procedure. If the Participant's claim has been denied, the
Participant or the Participant's duly authorized representative may file,
within 60 days after notice of such denial is received by the claimant, a
written request for review of such claim by the Committee. If a request is
so filed, the Committee shall review the claim and notify the Participant
in writing of its decision within 30 days after receipt of such request.
In special circumstances, the Committee may extend for up to 15 additional
days the deadline for its decision. The notice of the final decision of
the Committee shall include the reasons for its decision and specific
references to the Plan provisions on which the decision is based. The
decision of the Committee may be appealed only pursuant to Section 6.10.
ARTICLE 5
ADMINISTRATION
5.1 Plan Administrator. The Company shall be the Plan Administrator and shall
administer the Plan through the Committee.
5.2 Powers. The Committee shall have the power to do all things necessary or
convenient to effect the intent and purposes of the Plan, whether or not
such powers are specifically set forth herein, and, by way of
amplification and not limitation of the foregoing, the Committee shall
have authority, in its judgment, to:
(a) provide rules for the management, operation and administration
of the Plan, and, from time to time, amend or supplement such
rules;
(b) construe the Plan in good faith to the fullest extent
permitted by law;
(c) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as
it shall deem appropriate in its reasonable discretion to
carry the same into effect; and
(d) make determinations as to the Participant's eligibility for
benefits under the Plan, including determinations as to Cause
and Good Reason.
5.3 Binding Authority. The decisions of the Committee shall be final and
conclusive for all purposes of the Plan, subject to any appeal or review
pursuant to Section 4.2 or 6.10.
5.4 Exculpation. No member of the Board or Committee shall be directly or
indirectly responsible or otherwise liable by reason of any action or
default in connection with the Plan, or by reason of the exercise of or
failure to exercise any power or discretion in connection with the Plan,
except for any
action, default, exercise or failure to exercise in connection with the
Plan resulting from such member's bad faith, gross negligence or willful
misconduct. No member of the Board or Committee shall be liable in any way
for the acts or defaults of any other member of the Board, or any of its
advisors, agents or representatives.
5.5 Indemnification. The Company shall indemnify and hold harmless each member
of the Board and Committee against any and all expenses and liabilities in
connection with the Plan arising out of his membership on the Board or
Committee, except for expenses and liabilities arising out of a member's
bad faith, gross negligence or willful misconduct.
5.6 Compensation and Expenses. Members of the Board or Committee who are
employees of the Company shall not receive any compensation for their
services rendered as such members in connection with the Plan. The Company
shall pay for all expenses of the Board and Committee and their respective
members reasonably incurred in connection with the Plan, including but not
limited to legal expenses.
5.7 Information. The Company shall furnish to the Committee in writing all
information the Committee may deem appropriate for the exercise of its
powers and duties in the administration of the Plan. Such information
shall be conclusive for all purposes of the Plan, and the Committee shall
be entitled to rely thereon without any investigation thereof.
ARTICLE 6
GENERAL PROVISIONS
6.1 Funding of Obligations.
(a) Except as provided in Section 6.1(b), all benefits payable
under the Plan shall be paid out of the general assets of the
Company. Except as provided in Section 6.1(b), any Participant
who may have or claim any interest in or right to any
compensation, payment or benefit payable hereunder, shall have
solely the status of a general unsecured creditor of the
Company and the Plan constitutes a mere promise by the Company
to make benefit payments in the future. Except as provided in
Section 6.1(b), nothing herein contained shall be construed to
give to or vest in the Participant or any other Person now or
at any time in the future, any right, title, interest or claim
in or to any specific asset, fund, reserve, account, insurance
or annuity policy or contract or other property of any kind
whatsoever owned by the Company, or in which the Company may
have any right, title or interest now or at any time in the
future. It is the intention of the Company and the Participant
that the Plan be unfunded for tax purposes and for purposes of
Title I of ERISA.
(b) (i) Notwithstanding Section 6.1(a), not later than one day
prior to the day on which a transaction that will result in a
Change of Control is to be consummated (or if the Company does
not know about the transaction that will result in a Change of
Control until after it occurs, not later than five days after
the Company should reasonably be expected to know about the
transaction), the Company shall cause to be issued an
Irrevocable Standby Letter of Credit (the "Letter of Credit")
in favor of the Participant in order to provide the
Participant with the Severance Amount, Benefits and Gross-Up
Payment payable under the Plan in the event the Company cannot
or will not pay such amounts. The bank or other financial
institution (the "Bank") that will issue the Letter of Credit
shall be chosen by the Committee or any individual to whom the
Committee delegates that responsibility, but must be organized
under the laws of the United States of America or any agency
or instrumentality thereof or under the laws of any state
thereof and have a combined capital and surplus of at least
$100,000,000. The Company shall maintain the Letter of Credit
until the earlier of the date the Participant is no longer
entitled to payments under the Plan or the date of deposit of
the entire amount of the Letter of Credit into escrow as
contemplated by Section 6.1(b)(iii) The expenses of
establishing and maintaining the Letter of Credit shall be
paid solely by the Company.
(ii) The Letter of Credit shall be in an amount equal to the
Company's total potential liability to the Participant
pursuant to Section 3 for the Severance Amount, Benefits and
Gross-Up Payment. The amount of the Letter of Credit shall be
determined by the Company acting in good faith. If the
Participant becomes entitled to receive payments under the
Plan because of an Involuntary Termination and the Company
fails to make the payments required by the Plan, the payments
will be paid out of the Letter of Credit in accordance with
the procedure set forth in Section 6.1(b)(iii) below. If the
amount of the Letter of Credit is not sufficient to satisfy
the total amount payable to the Participant under Section 3
for the Severance Amount, Benefits and Gross-Up Payment, the
Company shall pay the additional amount necessary to satisfy
such total amount payable from its general assets.
(iii) If the Participant becomes entitled to receive payments
under the Plan because of an Involuntary Termination and the
Company fails to make the payments required by the Plan within
3 business days of the Company's receipt of a demand for
payment from the Participant, the Participant may draw on the
Letter of Credit by providing written notice (a "Draw Notice")
requesting a draw on the Letter of Credit to both the Bank and
the Company (return receipt required) specifying the amount to
be drawn (the "Draw Amount"). The Letter of Credit shall
require the Participant to certify in the Draw Notice as a
condition to receipt of the Draw Amount that (A) he is
entitled to receive payments under the Plan, (B) the Company
has failed to make such payments and (C) the Participant is
entitled to draw on the Letter of Credit pursuant to the terms
of the Plan. Immediately upon receipt of a Draw Notice
containing those certifications, the Bank shall pay to the
Participant the amount set forth in the Draw Notice by wire
transfer of immediately available funds in accordance with
wire transfer instructions provided by the Participant in the
Draw Notice.
(iv) Notwithstanding the foregoing provisions, the Company may
establish an alternative funding arrangement mutually
acceptable to the Company and the Participant to fund the
amounts payable under the Plan.
6.2 Other Rights. The Plan shall not affect or impair the rights or
obligations of the Company or the Participant under any other written
plan, contract, arrangement, or pension, profit sharing or other
compensation plan; provided, however, that, from and after a Change of
Control and so long as the Plan is in effect, the Participant shall not be
entitled to any severance benefits under any other plan or policy of the
Company or any other agreement between the Participant and the Company,
including any salary continuation or other post-termination benefits under
an employment agreement between the Participant and the Company, with
respect to any termination of employment for which the Participant is
entitled to benefits under the Plan. For purposes of the prohibition of
duplicative benefits under this Section 6.2, benefits under a vacation or
sick pay policy, if any, shall not be deemed to be severance benefits.
6.3 Release. Notwithstanding any other provision of the Plan, the Participant
shall execute a release in form and substance reasonably acceptable to the
Company with respect to any employment or other agreement and all claims
the Participant may have with or against the Company or any Subsidiary as
a condition to the receipt of the Severance Amount payable under the Plan.
6.4 Amendment or Termination. The Plan may be amended, modified, suspended, or
terminated (any such action, a "Revision") by the Company at any time and
from time to time by action of the Board; provided, however, that any
Revision made on or after June 2, 2005 shall be effective (a) with respect
to the Participant, only if the Participant has been given at least 365
days advance written notice of the Revision and the Revision is made
effective as of an anniversary date of June 2, 2005, or (b) if the
Participant has given prior written consent to such Revision.
6.5 Severability. If any term or condition of the Plan shall be invalid or
unenforceable to any extent or in any application, then the remainder of
the Plan, with the exception of such invalid or unenforceable provision,
shall not be affected thereby and shall continue in effect and application
to its fullest extent.
6.6 No Employment Rights. None of the establishment of the Plan, any
provisions of the Plan, or any action of the Board or the Committee shall
be held or construed to confer upon the Participant the right to a
continuation of employment by the Company. Subject to any applicable
employment agreement, the Company reserves the right to dismiss the
Participant, or otherwise deal with the Participant to the same extent as
though the Plan had not been adopted.
6.7 Incapacity. If the Committee determines that the Participant is unable to
care for his or her affairs because of illness or accident, any benefit
due the Participant may be paid to the Participant's spouse or to any
other Person deemed by the Committee to have incurred expense for the
Participant (including a duly appointed guardian, committee or other legal
representative), and any such payment shall be a complete discharge of the
Company's obligation hereunder.
6.8 Transferability of Rights. The Company shall have the unrestricted right
to transfer its obligations under the Plan with respect to the Participant
to any Person, including, but not limited to, any purchaser of all or any
part of the Company's business. The Company shall cause the Plan to be
assumed by any successor of the Company, whether such succession occurs by
merger, asset acquisition, or otherwise. The Participant's rights to
benefit payments under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant. Any attempt to
transfer or assign a benefit, or any rights granted hereunder, by a
Participant shall, in the sole discretion of the Committee (after
consideration of such facts as it deems pertinent), be grounds for
terminating any rights of the Participant to any portion of the Plan
benefits not previously paid.
6.9 Governing Law. The Plan shall be construed, administered, and enforced
according to the laws of the State of Ohio without regard to principles of
law, except to the extent that such laws are preempted by the federal laws
of the United States of America.
6.10 Arbitration of All Disputes. Any controversy or claim arising out of or
relating to the Plan, after exhaustion of the procedures under Article IV,
shall be settled exclusively by arbitration in the City of Cleveland,
Ohio. The arbitration shall be conducted in accordance with the then
existing rules of the American Arbitration Association. The arbitrator(s)
shall not have the power to add to or delete from or otherwise amend the
provisions of the Plan. If the Participant is dissatisfied with the
written decision of the Committee under Section 4.2, the Participant shall
have the right to appeal the matter to arbitration pursuant to this
Section 6.10. A demand for arbitration must be submitted in writing to the
Committee within 120 days after receipt of the Committee's written
decision under Section 4.2. If an arbitration is demanded, the Committee
shall submit to the arbitrator(s) a certified copy of the record upon
which the Committee's decision was made. The decision rendered by the
arbitrator(s) shall be final and binding upon all parties. The costs and
expenses of the arbitration shall be borne by each respective party;
provided, however, that the arbitrator(s) shall award costs and expenses
to the Participant if the Participant is the prevailing party. Judgment
upon the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof.
6.10 Gender Neutrality. The masculine pronoun shall be deemed to include the
feminine, and the singular number shall be deemed to include the plural
unless a different meaning is plainly required by the context.
6.11 Effective Date. The Plan as amended and restated shall be effective June
2, 2005.
BOYKIN LODGING COMPANY
By: /s/ Robert W. Boykin
----------------------------
Title: Chief Executive Officer