FIRST AMENDMENT TO STOCK AWARD AGREEMENT (PERFORMANCE-BASED SHARES)

Exhibit 10.2

FIRST AMENDMENT TO STOCK AWARD AGREEMENT

(PERFORMANCE-BASED SHARES)

This FIRST AMENDMENT TO STOCK AWARD AGREEMENT (PERFORMANCE-BASED SHARES) (this “First Amendment”) dated as of the ____^th day of __________, 2018, by and between SUMMIT HOTEL PROPERTIES, INC. a Maryland corporation (the “Company”) and Xxxx X. Xxxxxx (the “Participant”), is made pursuant to the terms of the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated effective June 15, 2015 (the “Plan”).

RECITALS

A. The Company and the Participant entered into that certain Stock Award Agreement (Performance-Based Shares) dated as of March 8, 2016 (the “Award Agreement”). All capitalized terms used but not defined in this First Amendment shall have the meanings given to those terms in the Award Agreement.

B. The Company and the Participant wish to amend the Award Agreement as more particularly set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Participant hereby amend the Award Agreement as follows:

1. Earning the Stock Award. Sections 2.(a), 2.(b) and 2.(c) of the Award Agreement are hereby deleted in their entirety and the following Section 2.(a) is inserted in their place:

(a)                The Participant will earn the number of shares of Common Stock determined by multiplying the number of Target Shares times the Applicable Percentage. The lesser of (i) the number of shares of Common Stock earned under the preceding sentence and (ii) a number of shares of Common Stock equal to the number of Target Shares shall be vested and nonforfeitable as of the last day of the Measurement Period. Any Additional Shares that are earned under this Stock Award shall be vested and nonforfeitable on the date the Additional Shares are issued to the Participant or the person or entity entitled to receive the shares under the laws of descent and distribution or the Participant’s will.

2. Change in Control. Sections 3.(a) and 3.(b) of the Award Agreement are hereby deleted in their entirety and the following Sections 3.(a) and 3.(b) are inserted in their place:

(a)                The Participant will earn the number of shares of Common Stock determined in accordance with the provisions of Section 2(a) (calculated as of the Control Change Date). Any Additional Shares that are earned in accordance with the preceding sentence and Section 2(a) shall be issued as of the Control Change Date.

(b)                The number of shares of Common Stock earned under Section 3(a) (including any Additional Shares), shall be vested and nonforfeitable on the Control Change Date.

3. Reaffirmation. Except as modified by this First Amendment, all of the terms and provisions of the Award Agreement remain in full force and effect and the same are hereby ratified. To the extent of any conflict between the provisions of the Award Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall govern and control.

4. Effectiveness. This First Amendment shall become effective only if the Supplemental Mutual Release Agreement between the Company and Participant becomes effective and irrevocable and Participant’s employment with the Company and its Affiliates does not terminate for any reason before the Termination Date as defined in the Separation Agreement and Mutual General Release between the Company and Participant dated January 24, 2018.

5. Authority to Execute. Each party hereto represents to the other parties hereto that such party has the full right and authority to enter into this First Amendment.

6. Counterparts; Electronic Signatures. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The parties hereto intend that delivery may be effected by electronic (PDF) transmission and that a PDF copy which has been executed by the transmitting party shall constitute an original.

IN WITNESS WHEREOF, the Company and the Participant have executed this First Amendment as of the date first set forth above.

	SUMMIT HOTEL PROPERTIES, INC.
	By:
	Name:	Xxxxxxxxxxx Eng
	Title:	Secretary
	PARTICIPANT
	Xxxx X. Xxxxxx