8-K

United States Securities And Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2006

Lodgian, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		52-2093696
(State or other jurisdiction of incorporation)	001-14537 (Commission File Number)	(I.R.S. Employer Identification No.)

3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30326
(Address of principal executive offices)

(404) 364-9400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EMPLOYMENT AGREEMENT BETWEEN LODGIAN, INC. AND JAMES A. MACLENNAN

RESTRICTED STOCK AWARD AGREEMENT

LODGIAN, INC. EXECUTIVE INCENTIVE PLAN PARTICIPATION FORM

EX-99.1 PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement.

On March 1, 2006, Lodgian, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with James A. MacLennan. The Employment Agreement has a one year term which automatically renews for additional one year periods unless either party gives 90 days notice. Mr. MacLennan’s base salary is $275,000 per year. In addition, Mr. MacLennan was granted 35,000 restricted shares of the Company’s common stock on March 1, 2006. The restricted shares will vest in three equal annual installments beginning on March 1, 2007. The Employment Agreement is attached hereto as Exhibit 10.1. The restricted stock agreement between Mr. MacLennan and the Company is attached hereto as Exhibit 10.2.

The Employment Agreement contains severance benefits in the event of a termination without cause or a resignation for good reason (each as defined in the Employment Agreement), including a lump sum payment equal to 100% of his annual base salary, accelerated vesting of all previously granted stock-based compensation and reimbursement of COBRA insurance premiums for one year. In addition, Mr. MacLennan will be a participant under the Company’s Executive Incentive Plan (Covering the Years 2006-2008) (the “Executive Incentive Plan”). Mr. MacLennan’s maximum annual cash bonus amount is $288,750, which would be payable in the event that the Company exceed its target EBITDA by greater than 145%. Mr. MacLennan may also earn 10,000 restricted shares of the Company’s common stock per year if either: a) the Company achieves 100% of its EBITDA target, or b) the price of the Company’s common stock meets certain stock price thresholds for 30 business days prior to the end of each of years 2006-2008. Mr. MacLennan is eligible to earn an additional 10,000, 15,000 and 20,000 restricted shares for calendar years 2006, 2007 and 2008, respectively, if the Company achieves 110% of its EBITDA target or if substantially all of the assets of the Company are sold or a merger is consummated for at least a 20% premium over the stock price threshold applicable to each year, as set forth in the Executive Incentive Plan. The participation form, which has been signed by each of the members of the Company’s Compensation Committee, authorizing Mr. MacLennan to participate in the Executive Incentive Plan, is attached hereto as Exhibit 10.3.

In the event the Company chooses not to renew Mr. MacLennan’s Employment Agreement, he shall be entitled to receive a lump sum payment equal to 75% of his annual base salary, accelerated vesting of all previously granted stock-based compensation and reimbursement of COBRA insurance premiums for one year. In addition, he shall be entitled to a pro rata portion of any earned bonus as provided for in the Executive Incentive Plan.

Mr. MacLennan is subject to nondisclosure covenants and to a covenant not to compete with the Company within a limited geographic area, during the term of the Employment Agreement, and for six months thereafter.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 1, 2006, Lodgian, Inc. hired James A. MacLennan. Mr. MacLennan has initially been appointed Vice President of Finance, but will be promoted to Executive Vice President and Chief Financial Officer upon the effectiveness of the resignation of Lodgian’s current CFO, Linda Borchert Philp, which was announced in October 2005 and is expected to take place on or about March 15, 2006, following the filing of the Company’s annual report on form 10-K with the Securities and Exchange Commission.

Mr. MacLennan, 46, most recently worked for Theragenics Corporation, a NYSE-listed medical device company, where he served as Chief Financial Officer and Treasurer from 2002 – 2005. Prior to working for Theragenics Corporation, Mr. MacLennan was the Executive Vice President and Chief Financial Officer of Lanier Worldwide, Inc. from 1998 – 2002. Mr. MacLennan began working for Lanier Worldwide, Inc. in 1997 as Vice President, Finance and Administration, International Operations. Lanier Worldwide, Inc. is a technical products and digital solutions company and was formerly traded on the NYSE, before being sold to a private company in 2001.

Neither Theragenics Corporation nor Lanier Worldwide, Inc. is a parent, subsidiary or other affiliate of Lodgian, Inc.

Mr. MacLennan spent much of his early career in financial positions of increasing scope and responsibility in the oil and gas industry, most notably with Exxon and later with Noble Drilling.

Mr. MacLennan holds undergraduate and post-graduate degrees from the University of Witwatersrand in South Africa and is a Chartered Accountant.

Mr. MacLennan has not been a party to any transaction since the beginning of Lodgian’s last fiscal year, and is not a party to any currently proposed transaction, with Lodgian or any of our subsidiaries, in which the amount involved exceeded or exceeds $60,000 and in which any of the following persons had, or will have, a direct or indirect material interest:

(1)	Any director or executive officer of Lodgian;
(2)	Any nominee for election as a director;
(3)	Any security holder who is known to Lodgian to own of record or beneficially more than five percent of any class of Lodgian’s voting securities; or
(4)	Any member of the immediate family of any of the foregoing persons.

A description of the material terms of the employment agreement between Mr. MacLennan and the Company is included in Item 1.01 of this Form 8-K and is incorporated into this Item 5.02 by reference.

A copy of the press release announcing Mr. MacLennan’s appointment is attached hereto as Exhibit 99.1

Additionally, on February 28, 2006, Kenneth A. Caplan informed Company that he will not seek re-election at the Company’s upcoming annual meeting, which is scheduled to take place April 27, 2006. Mr. Caplan is leaving his position as a member of the board to focus more attention on his responsibilities as a managing director of The Blackstone Group L.P. Mr. Caplan is not resigning his position because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01 Other Events.

On March 1, 2006, three subsidiaries of Lodgian, Inc. (the “Subsidiary Companies”) jointly entered into a loan agreement (the “Loan Agreement”) with IXIS Real Estate Capital Inc. (“IXIS”). Pursuant to the Loan Agreement, IXIS loaned the Subsidiary Companies $21.5 million, which is secured by all of the Subsidiary Companies’ assets, consisting of the Crowne Plaza hotel located in Phoenix, Arizona; the Radisson hotel located in Phoenix, Arizona; and the Crowne Plaza hotel located in Coraopolis, Pennsylvania. The Loan Agreement has a two year initial term with three one year extension options which are exercisable provided the loan is not in default. The loan bears a floating rate of interest which is 295 basis points above the thirty day LIBO Rate. Contemporaneously with the closing of the Loan Agreement, we purchased an interest rate cap that effectively caps our interest rate for the first two years of the Loan Agreement at 8.45%.

Prior to entering into the Loan Agreement with IXIS, the Crowne Plaza hotel located in Phoenix Arizona served as collateral under a loan agreement with Column Financial, Inc. dated June 29, 1995 (the “Column Loan Agreement”). The Column Loan Agreement had a fixed rate of interest of 9.45%. Of the IXIS loan proceeds, $6.6 million was used to pay off the existing indebtedness under the Column Loan Agreement.

The IXIS Loan Agreement is non-recourse to Lodgian, Inc., except in certain limited circumstances as set forth in the Loan Agreement.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Lodgian, Inc.
Dated: March 3, 2006
By:	/s/ Daniel E. Ellis
	Daniel E. Ellis
	Senior Vice President, General Counsel
	and Secretary

Exhibit Index

Exhibit No.		Description
	10.1	Employment Agreement between Lodgian, Inc. and James A. MacLennan dated March 1, 2006.
	10.2	Restricted Stock Award Agreement between Lodgian, Inc. and James A. MacLennan dated March 1, 2006.
	10.3	Lodgian, Inc. Executive Incentive Plan Participation Form.
	99.1	Press Release of Lodgian, Inc. dated March 1, 2006.

4

EX-10.1

EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN

LODGIAN, INC.

AND

JAMES A. MACLENNAN

MARCH 1, 2006

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lodgian, Inc. (the “Company”), and James A. MacLennan (“You” or “Your”)(collectively, the “Parties”), is entered into and effective as of the 1^st day of March, 2006 (the “Effective Date”).¹

     WHEREAS, the Company desires to employ You as Vice President of Finance, and shall promote You to Executive Vice President and Chief Financial Officer immediately after the Company files its 2005 Form 10-K with the Securities and Exchange Commission, and You desire to accept said employment by the Company;

     WHEREAS, Your position is a position of trust and responsibility with access to Confidential Information, Trade Secrets, and information concerning employees and customers of the Company;

     WHEREAS, the Trade Secrets and Confidential Information, and the relationship between the Company and each of its employees and customers are valuable assets of the Company and may not be used for any purpose other than the Company’s Business;

     WHEREAS, the Company has agreed to employ You in exchange for Your compliance with the terms of this Agreement;

     WHEREAS, the Company and You desire to express the terms and conditions of Your employment in this Agreement.

     NOW, THEREFORE, the Parties agree:

     1. Employment and Duties

          A. Position. The Company shall employ You initially as Vice President of Finance, and shall promote You to Executive Vice President and Chief Financial Officer immediately after the Company files its 2005 Form 10-K with the Securities and Exchange Commission.

          B. Duties. You agree to perform all duties that are consistent with Your position and that may otherwise be assigned to You by the Company from time to time. The Company may increase or decrease Your duties in its discretion.

          C. Reporting. You shall report directly to the Chief Executive Officer of the Company.

          D. Devotion of Time. You agree to (i) devote all necessary working time required of Your position, (ii) devote Your best efforts, skill, and energies to promote and advance the business and/or interests of the Company, and (iii) fully perform Your obligations under this Agreement. During Your employment, You shall not render services to any other

¹ Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section attached as Exhibit A. Exhibit A is incorporated by reference and is included in the Definition of “Agreement.”

entity, regardless of whether You receive compensation, if such services shall impede Your ability to perform Your duties for the Company. You may, however, (A) engage in community, charitable, and educational activities, (B) manage Your personal investments, and (C) with the prior written consent of the Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Your obligations under this Agreement or conflict with the interests of the Company.

          E. Company Policies. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook. If this Agreement conflicts with such policies or procedures, this Agreement will control.

     2. Term. The term of this Agreement shall be for a period of one (1) year, beginning on the Effective Date and ending on February 28, 2007 (the “Employment Period”). Upon expiration of the Employment Period, this Agreement will automatically renew for a one (1) year period (each a “Renewal Period”), unless either Party notifies the other Party in writing at least ninety (90) days prior to the end of the Employment Period or the Renewal Period that the Agreement will not be renewed (the “90-Day Notice Period”). If this Agreement is renewed in accordance with this Section, each Renewal Period shall be included in the definition of “Employment Period” for purposes of this Agreement. If this Agreement is not renewed in accordance with this Section, then (i) Your employment will terminate upon expiration of the Employment Period, and (ii) this Agreement will no longer be in effect; provided, however, that the restrictive covenants and all post-termination obligations contained in this Agreement shall survive termination of this Agreement.

     3. Compensation.

          A. Base Salary. During the Employment Period, the Company will pay You an annual minimum base salary (“Base Salary”) of $275,000.00, minus applicable withholdings, in accordance with the Company’s normal payroll practices. Your Base Salary may be increased at the Company’s discretion based upon Your performance and the Company’s performance. Your Base Salary will be reviewed on an annual basis.

          B. Incentive Compensation. During the Employment Period, You will be a participant eligible to receive additional incentive compensation if Your performance and the Company’s performance meets certain criteria established from year to year as part of the Lodgian, Inc. Executive Incentive Plan established by the Company’s Compensation Committee (the “Incentive Plan”) if the Incentive Plan is adopted by the Company’s shareholders, and as the Incentive Plan may be amended from time to time. The Incentive Plan is incorporated by reference. Compensation provided to You pursuant to the Incentive Plan will be paid pursuant to the terms of the Incentive Plan, and will be subject to all applicable withholdings. Upon termination of Your employment, Your entitlement to any compensation pursuant to the Incentive Plan will be governed by the terms of the Incentive Plan.

          C. Restricted Stock Grant. On March 1, 2006, the Company will grant You 35,000 shares of the Company’s common stock (the “Restricted Stock Grant”) pursuant to the terms and conditions of the Restricted Stock Grant Certificate (the “Restricted Stock Grant

Certificate”) to be prepared by the Company and the Company’s 2002 Lodgian, Inc. Stock Incentive Plan.

          D. Benefits Plans. During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

          E. Vacation. During the Employment Period, You are entitled to four (4) weeks paid vacation each year. In addition, You shall be entitled to personal and/or sick days in accordance with the Company policies.

     4. Termination. This Agreement may be terminated by any of the following events:

          A. The Company’s non-renewal of the Employment Period;

          B. Your death;

          C. Your disability which renders You unable to perform the essential functions of Your job even with reasonable accommodation, as determined by the Company in its sole discretion;

          D. Mutual written agreement between You and the Company;

          E. For Cause. For Cause shall mean a termination by the Company because of any one of the following events:

1.	Your willful refusal to follow the lawful direction of the CEO and/or the person to whom You report or Your material failure to perform Your duties (other than by reason of disability, as defined in Section 4C above), in either case, only after You have been given written notice by the CEO and/or the person to whom You report detailing the directives You have refused to follow or the duties You have failed to perform and at least 30 days to cure;
2.	Your material and willful failure to comply with Company policies as applied to Company employees, only after You have been given written notice by the CEO and/or the person to whom You report detailing the policies with which You have failed to comply and at least 30 days to cure;
3.	Your engaging in any of the following conduct:

(i)	an act of fraud or dishonesty that materially harms the Company or its affiliates,
(ii)	a felony or any violation of any federal or state securities law or Your being enjoined from violating any federal or

	state securities law or being determined to have violated any such law;
(iii)	willful or reckless misconduct or gross negligence in connection with any property or activity of the Company and its subsidiaries and affiliates, and successors;
(iv)	repeated and intemperate use of alcohol or illegal drugs after written notice from the CEO and/or the person to whom You report;
(v)	material breach of any of Your obligations under this Agreement (other than by reason of physical or mental illness, injury, or condition), but only after You have been given written notice of the breach by the CEO and/or the person to whom You report and at least thirty (30) days to cure;
(vi)	becoming barred or prohibited by the SEC from holding Your position with the Company;

4.	Your resignation for other than Good Reason; or
5.	Your non-renewal of the Employment Period.

          F. Your resignation for Good Reason; or

          G. Without Cause. Without Cause shall mean any termination of Your employment by the Company which is not defined in sub-sections A-F above.

     5. Company’s Post-Termination Obligations

          A. If this Agreement terminates for the reason set forth in Section 4A above and Section 6 below does not apply, then, upon expiration of the Employment Period or Renewal Period, as applicable, the Company shall (i) pay You a lump sum payment equal to seventy-five percent (75%) of Your then current Base Salary; (ii) reimburse COBRA premiums for You under the Company’s major medical group health plan on a monthly basis continuing for twelve (12) months, (iii) pay You a Bonus, if any, to which You may be entitled under the Incentive Plan, and (iv) accelerate the vesting of any stock-based compensation granted to You by the Company (the “Stock”) so that You are immediately fully vested in the Stock (sub-clauses (i) through (iv) collectively referred to as the “Non-Renewal Separation Benefits”). The Company shall have no other obligations to You, including under this Agreement, any Company policy, or otherwise. The Non-Renewal Separation Benefits shall constitute full satisfaction of the Company’s obligations under this Agreement. The Company’s obligation to provide any separation benefits under this Agreement shall be conditioned upon Your satisfaction of the following conditions (collectively, sub-clauses (i) through (iii) below referred to as the “Separation Benefits Conditions”):

(i)	Execution and non-revocation of a Separation & Release Agreement in a form prepared by the Company which includes, but is not limited to, Your releasing the Company from any and all liability and claims of any kind;
(ii)	Compliance with the restrictive covenants (Section 7D) and all post-termination obligations, including, but not limited, the obligations contained in this Agreement; and
(iii)	If You do not execute an effective Separation & Release Agreement as set forth above, the Company will not provide any separation benefits to You under this Agreement. The Company’s obligation to provide any separation benefits set forth in this Agreement shall terminate immediately upon any breach by You of any post-termination obligations to which You are subject.

          B. If this Agreement terminates for the reason set forth in Section 4B above, then the Company will: (i) pay Your estate (a) any unpaid Base Salary, reimbursement of expenses incurred, and unused vacation days accrued prior to the date of termination, to be paid within thirty (30) days after the date of termination, and (b) other unpaid vested amounts or benefits under Company compensation, incentive, and benefit plans, in accordance with the terms and provisions of such compensation, incentive, and benefit plans, (ii) pay Your estate a Bonus, if any, to which You may be entitled under the Incentive Plan, (iii) accelerate the vesting of any Stock so that You are immediately fully vested in the Stock, and (iv) grant Your estate shares of the Company’s common stock, if any, to which You may have been entitled under the Incentive Plan (sub-clauses (i) through (iv) collectively referred to as the “Death Separation Benefits”). The Death Separation Benefits shall constitute full satisfaction of the Company’s obligations under this Agreement. Your right to receive the Death Separation Benefits under this Section 5B shall be subject to the Separation Benefits Conditions set forth in Section 5A above. The Separation Benefits to be provided under this Section 5B shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise.

          C. If this Agreement terminates for the reason set forth in Section 4C above, then the Company will: (i) pay You (a) any unpaid Base Salary, reimbursement of expenses incurred, and unused vacation days accrued prior to the date of termination, to be paid within thirty (30) days after the date of termination, and (b) other unpaid vested amounts or benefits under Company compensation, incentive, and benefit plans, in accordance with the terms and provisions of such compensation, incentive, and benefit plans, (ii) reimburse COBRA premiums for You under the Company’s major medical group health plan on a monthly basis continuing until the end of the Employment Period, (iii) pay You a Bonus, if any, to which You may be entitled under the Incentive Plan, (iv) accelerate the vesting of any Stock so that You are immediately fully vested in the Stock, (v) grant You shares of the Company’s common stock, if any, to which You may have been entitled under the Incentive Plan, and (vi) pay You within thirty (30) days after the termination date a lump sum amount equal to the difference, if any, between Your Base Salary and the compensation You receive from the Company-provided short term disability benefits (to the extent You elect to participate in such short-term disability benefit plan and are eligible to receive such benefits) or, if applicable, Workers’ Compensation wage

replacement benefits for up to six (6) months, or the date that Your Company-provided long-term disability benefits commence (to the extent You elect to participate in such long-term disability benefit plan and are eligible to receive such benefits), whichever is shorter (sub-clauses (i) through (vi) collectively referred to as the “Disability Separation Benefits”); provided, however, that Your right to receive the Disability Separation Benefits under this Section 5C shall be subject to the Separation Benefits Conditions set forth in Section 5A above. The Disability Separation Benefits to be provided under this Section 5C shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise.

          D. If this Agreement terminates for any of the reasons set forth in Sections 4D or E above, then the Company will pay You all accrued but unpaid wages, based on Your then current Base Salary, through the termination date. The Company shall have no other obligations to You, including under this Agreement, any Company policy, or otherwise; however, You shall continue to be bound by Sections 7D and all other post-termination obligations to which You are subject, including, but not limited to, the obligations contained in this Agreement. You shall also not be entitled to any accelerated vesting of any Stock, or any payment pursuant to the Incentive Plan or any other similar plans.

          E. If this Agreement terminates for any reason set forth in Sections 4F or G above, then the Company shall (i) pay You a lump sum payment upon your separation from service (as defined in Code §409A) with the Company equal to Your then current Base Salary; (ii) reimburse Your COBRA premiums under the Company’s major medical group health plan on a monthly basis for a period of twelve (12) months, (iii) pay You a Bonus, if any, to which You may be entitled under the Incentive Plan, and (iv) accelerate the vesting of any Stock so that You are immediately fully vested in the Stock (collectively, the payments and benefits set forth in the preceding sub-clauses (i) — (iv) to be referred to as the “ Good Reason Separation Benefits”). The Good Reason Separation Benefits shall constitute full satisfaction of the Company’s obligations under this Agreement. Your right to receive the Good Reason Separation Benefits under this Section 5E shall be subject to the Separation Benefits Conditions set forth in Section 5A above. The Good Reason Separation Benefits to be provided under this Section 5E shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise.

     6. Change of Control. If, within one hundred eighty (180) days after a Change of Control, the Company or the successor entity to the Company notifies You pursuant to Section 2 of this Agreement that the Agreement will not be renewed, then, at the expiration of the Employment Period or Renewal Period, as applicable, You shall receive the Good Reason Separation Benefits set forth in Section 5E above; provided, however, that Your right to receive the Good Reason Separation Benefits shall be subject to the Separation Benefits Conditions set forth in Section 5A above. The Good Reason Separation Benefits to be provided under this Section 6 shall constitute full satisfaction of the Company’s obligations under this Agreement, any Company policy, or otherwise.

     7. Your Post-Termination Obligations.

          A. Return of Materials. Upon the termination of Your employment for any reason or upon the Company’s request at any time, You will return to the Company all of the

Company’s property, including, but not limited to, computers, computer equipment, office equipment, mobile phones, personal digital assistants (PDAs), keys, passcards, calling cards, credit cards, confidential or proprietary lists (including, but not limited to, customer, supplier, licensor, and client lists), rolodexes, tapes, software, computer files, marketing and sales materials, and any other property, record, document or piece of equipment belonging to the Company. You will not (i) retain any copies of the Company’s property, including any copies existing in electronic form, which are in Your possession, custody, or control, or (ii) destroy, delete, or alter any Company property, including, but not limited to, any files stored electronically without the Company’s prior written consent. The obligations contained in this Section also apply to any property which belongs to a third party, including, but not limited to, (i) any entity which is affiliated or related to the Company, or (ii) the Company’s customers, licensors, or suppliers.

          B. Set-Off. If You have any outstanding obligations to the Company upon the termination of Your employment for any reason, You hereby authorize the Company to deduct any amounts owed to the Company from Your final paycheck and/or any amounts that would otherwise be due to You, including, but not limited to, under Sections 5 or 6 above.

          C. Non-Disparagement. During Your employment and upon the termination of Your employment with the Company for any reason, You will not make any disparaging or defamatory statements, whether written or oral, regarding the Company.

          D. Restrictive Covenants. You acknowledge that the restrictions contained in this Section 7D are reasonable and necessary to protect the legitimate business interests of the Company, and will not impair or infringe upon Your right to work or earn a living after Your employment with the Company ends.

               1. Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party.

               You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent.

               The obligations under this Section 7D(1) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable

law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

               2. Non-Solicitation of Customers. During the Restricted Period, You will not, directly or indirectly, solicit any Customer of the Company for the purpose of selling or providing any products or services competitive with the Business. The restrictions set forth in this Section 7.D.2 apply only to Customers with whom You had Contact. Nothing in this Section 7.D.2 shall be construed to prohibit You from soliciting any Customer of the Company for the purpose of selling or providing any products or services competitive with the Business: (i) which You never sold or provided while employed by the Company; (ii) to a Customer that explicitly severed its business relationship with the Company unless You, directly or indirectly, caused or encouraged the Customer to sever the relationship; or (iii) which product line or service line the Company no longer offers.

               3. Non-Recruit of Employees. During the Restricted Period, You will not, directly or indirectly, solicit, recruit, or induce any Employee to (i) terminate his or her employment relationship with the Company, or (ii) work for any other person or entity engaged in the Business. The restrictions set forth in this Section 7.D.3 shall apply only to Employees (a) with whom You had Material Interaction, or (b) You, directly or indirectly, supervised.

               4. Non-Competition. During the Non-Competition Restricted Period, You will not, on Your own behalf or on behalf of any person or entity engaged in the Business, engage in or perform within the Territory any of the activities which You performed, or which are substantially similar to those which You performed for the Company. Nothing in this Agreement shall be construed to prohibit You from performing activities which You did not perform for the Company. The Parties acknowledge and agree that the covenant set forth in this Section 7.D.4. shall not apply if Your employment terminates for the reason set forth in Section 4.A. above.

               5. Non-Disclosure of Customer Information. During the Restricted Period, You will not, except as authorized by the Company, divulge or make accessible to any person or entity (i) the names of Customers, or (ii) any information contained in a Customer’s accounts.

          E. Post-Employment Disclosure. During the Restricted Period, You shall provide a copy of this Agreement to persons and/or entities for whom You work or consult as an owner, partner, joint venturer, employee or independent contractor.

     8. Injunctive Relief. You agree that if You breach Section 7 of this Agreement: (i) the Company would suffer irreparable harm; (ii) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by the Company, and (iii) if the Company seeks injunctive relief to enforce this Agreement, You will waive and will not (a) assert any defense that the Company has an adequate remedy at law with respect to

the breach, (b) require that the Company submit proof of the economic value of any Trade Secret or Confidential Information, or (c) require the Company to post a bond or any other security. Nothing contained in this Agreement shall limit the Company’s right to any other remedies at law or in equity.

     9. Independent Enforcement. The covenants set forth in Section 7.D. of this Agreement shall be construed as agreements independent of (i) any other agreements, or (ii) any other provision in this Agreement, and the existence of any claim or cause of action by You against the Company, whether predicated on this Agreement or otherwise, regardless of who was at fault and regardless of any claims that either You or the Company may have against the other, shall not constitute a defense to the enforcement by the Company of the covenants set forth in Section 7.D. of this Agreement. The Company shall not be barred from enforcing the restrictive covenants set forth in Section 7.D. of this Agreement by reason of any breach of (i) any other part of this Agreement, or (ii) any other agreement with You.

     10. Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions shall remain in full force and effect.

     11. Attorneys’ Fees. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover attorneys’ fees and costs of litigation in addition to all other remedies available at law or in equity.

     12. Waiver. The Company’s failure to enforce any provision of this Agreement shall not act as a waiver of that or any other provision. The Company’s waiver of any breach of this Agreement shall not act as a waiver of any other breach.

     13. Entire Agreement. This Agreement, including Exhibit A and the Incentive Plan which are incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement. This Agreement supersedes any prior communications, agreements or understandings, whether oral or written, between the Parties relating to the subject matter of this Agreement. Other than terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

     14. Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

     15. Successors and Assigns. This Agreement shall be assignable to, and shall inure to the benefit of, the Company’s successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company’s stock or assets, and shall be binding upon You. You shall not have the right to assign Your rights or obligations under this Agreement. The covenants contained in Section 7D of this Agreement shall survive cessation of Your employment with the Company, regardless of who causes the cessation or the reason for cessation.

     16. Governing Law. Except as set forth in Section 20 below, the laws of the State of Georgia shall govern this Agreement. If Georgia’s conflict of law rules would apply another state’s laws, the Parties agree that Georgia law shall still govern.

     17. No Strict Construction. If there is a dispute about the language of this Agreement, the fact that one Party drafted the Agreement shall not be used in its interpretation.

     18. Notice. Whenever any notice is required, it shall be given in writing addressed as follows:

To Company:	Lodgian, Inc.
	3445 Peachtree Rd., Suite 700
	Atlanta, Georgia 30326
	Attention: Senior Vice President and General Counsel
To Executive:	James A. MacLennan
	325 9th Street, NE
	Atlanta, Georgia 30309

     Notice shall be deemed given and effective three (3) days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either Party may change the address to which notices shall be delivered or mailed by notifying the other party of such change in accordance with this Section.

     19. Consent to Jurisdiction and Venue. Except as set forth in Section 20 below, You agree that any claim arising out of or relating to this Agreement shall be (i) brought in the Superior Court of Fulton County, Georgia, or (ii) brought in or removed to the United States District Court for the Northern District of Georgia, Atlanta Division. You consent to the personal jurisdiction of the courts identified above. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

     20. Arbitration. Except as provided below in this Section 20, all disputes arising out of Your employment or the cessation of Your employment, including, but not limited to, claims arising under or relating to this Agreement, claims for breach of contract, tort, employment discrimination, retaliation, or harassment, as well as any other statutory or common law claims, at law or in equity, recognized under any federal, state, or local law shall be exclusively resolved by final and binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1. Such claims shall be settled by final and binding arbitration administered by the American Arbitration Association in accordance with its National Rules for the Resolution of Employment Disputes, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Company will pay all filing fees and arbitrator costs associated with such arbitration.

          This arbitration provision shall not apply to any disputes or claims relating to or arising out of unemployment, workers compensation, and/or the restrictive covenants set forth in

Section 7D of this Agreement, including, but not limited to, any claims for equitable relief relating to such restrictive covenants. Any claims relating to or arising out of Section 7D of this Agreement shall be governed by the laws of the State of Georgia and shall be brought in a state or federal court of competent jurisdiction in Georgia. You consent to the personal jurisdiction of the state and/or federal courts located in Georgia. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

     21. AFFIRMATION. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, YOU KNOW AND UNDERSTAND ITS TERMS AND CONDITIONS, AND YOU HAVE HAD THE OPPORTUNITY TO ASK THE COMPANY ANY QUESTIONS YOU MAY HAVE HAD PRIOR TO SIGNING THIS AGREEMENT.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

Lodgian, Inc.
By:	s/ Edward J. Rohling
	Edward J. Rohling
	President and Chief Executive Officer
Date:	March 1, 2006
James A. MacLennan
	s/ James A. MacLennan
Date:	March 1, 2006

EXHIBIT A

DEFINITIONS

A. “Business” shall mean the business of owning and operating hotels including, but not limited to, full-service hotels which have food and beverage operations and meeting spaces.

B. “Change of Control” means (i) the sale, transfer, or other disposition of eighty percent (80%) or more of the Company’s assets, or (ii) a sale of fifty percent (50%) or more of the then outstanding voting stock of the Company in a single transaction or a series of related transactions.

C. “Confidential Information” means (a) information of the Company, to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of the Company, (ii) possesses an element of value to the Company, (iii) is not generally known to the Company’s competitors, and (iv) would damage the Company if disclosed, and (b) information of any third party provided to the Company which the Company is obligated to treat as confidential, including, but not limited to, information provided to the Company by its licensors, suppliers, or customers. Confidential Information includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future products or equipment of the Company or any third party, (iii) communication systems, audio systems, system designs and related documentation, (iv) advertising or marketing plans, (v) information regarding independent contractors, employees, clients, licensors, suppliers, customers, or any third party, including, but not limited to, customer lists compiled by the Company, and customer information compiled by the Company, and (vi) information concerning the Company’s or a third party’s financial structure and methods and procedures of operation. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating this Agreement or the legal rights of any party, or (iii) otherwise enters the public domain through lawful means.

D. “Contact” means any interaction between You and a Customer which (i) takes place in an effort to establish, maintain, and/or further a business relationship on behalf of the Company and (ii) occurs during the last year of Your employment with the Company (or during Your employment if employed less than a year).

E. “Customer” means any person or entity to whom the Company has sold its products or services, or solicited to sell its products or services.

F. “Employee” means any person who (i) is employed by the Company at the time Your employment with the Company ends, or (ii) was employed by the Company during the last year of Your employment with the Company (or during Your employment if employed less than a year).

G. “Good Reason” shall exist if (i) the Company, without Your written consent, (A) takes any action which results in the material reduction of Your then current duties or

responsibilities, (B) reduces the benefits to which You are entitled on the Effective Date, unless a similar reduction is made for other executive employees, (C) commits a material breach of this Agreement, or (D) requires You to relocate more than fifty (50) miles from the location of the Company’s home office on the Effective Date; (ii) You provide written notice to the Company of such action and provide the Company with thirty (30) days to remedy such action (the “Cure Period”), (iii) the Company fails to remedy such action within the Cure Period, and (iv) You resign within ten (10) days of the expiration of the Cure Period. Good Reason shall not include any isolated, insubstantial or inadvertent action that (i) is not taken in bad faith, and (ii) is remedied by the Company within the Cure Period.

H. “Material Interaction” means any interaction between You and an Employee which relates or related, directly or indirectly, to the performance of Your duties for the Company.

I. “Non-Competition Restricted Period” means the time period during Your employment with the Company, and for six (6) months after Your employment with the Company ends.

J. “Restricted Period” means the time period during Your employment with the Company, and for two (2) years after Your employment with the Company ends.

K. “Territory” means the fifteen (15) mile radius surrounding the Company’s corporate office at 3445 Peachtree Rd., Suite 700, Atlanta, Georgia 30326.

L. “Trade Secrets” means information of the Company, and its licensors, suppliers, clients, and customers, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, a list of actual customers, clients, licensors, or suppliers, or a list of potential customers, clients, licensors, or suppliers which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

EX-10.2

EXHIBIT 10.2

Lodgian, Inc.

RESTRICTED STOCK AWARD AGREEMENT

     THIS AGREEMENT (the “Agreement”) is made and entered into as of March 1, 2006 (the “Award Date”), by and between Lodgian, Inc. (the “Company”), a Delaware corporation and James A. MacLennan (the “Recipient”).

W I T N E S S E T H:

     WHEREAS, the Company has adopted the Amended and Restated 2002 Stock Incentive Plan of Lodgian, Inc. (the “Plan”); and

     WHEREAS, the Board of Directors of the Company (the “Board”) or a committee thereof has authorized the grant to Recipient of a restricted stock award under the Plan of the common stock of the Company (“Common Stock”), and the Company and Recipient wish to confirm herein the terms, conditions, and restrictions of the restricted stock award;

     NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows:

SECTION 1
AWARD OF SHARES

     1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions stated herein, in that certain Executive Employment Agreement between the Recipient and the Company dated March 1, 2006 (the “Employment Agreement), and in the Plan, the Company hereby awards to Recipient 35,000 shares of Common Stock (the “Award Shares”). This award represents the compensation to be paid to Recipient pursuant to Section 3(C) of the Employment Agreement.

     1.2 Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below based upon the Continuous Service (as defined below) of the Recipient from the Award Date of the Award Shares (as noted hereon) and subject to the rights and limitations as contained in the Employment Agreement.

Vesting Schedule:
Percentage Vested:	Continuous Service from Award Date:
0%	Less than 1 year
331/3 %	At least 1 year, but less than 2 years
662/3 %	At least 2 years, but less than 3 years
100%	At least 3 years

If the above calculation of vested Shares would result in a fraction, any fraction will be rounded to zero. For purposes of this Agreement, “Continuous Service” means a period of continuous

performance of services by Recipient for the Company or an affiliated company, as determined by the Committee in its sole and absolute discretion. The Award Shares which have become vested pursuant to the Vesting Schedule or due to acceleration as provided for in the Employment Agreement are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”

     1.3 The Award Recipient shall become vested in a portion of the Award Shares based upon the terms and conditions of this Agreement and subject to the further rights and limitations as contained in the the Employment Agreement. In the event of any ambiguity in this Restricted Stock Award Agreement or in the terms of the Employment Agreement which relate to the Award Shares, the good faith interpretation of the Compensation Committee of the Company’s Board of Directors shall in all cases control. If the calculation of vested Shares in accordance with the Employment Agreement would result in a fraction of a share, any such fraction will be rounded to zero. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part.

     1.4 Additional Condition to Award Shares. In order not to forfeit the Award Shares, Recipient must deliver to the Company, within the ten day period (the “Withholding Period”) commencing on the date of occurrence of an event pursuant to which some or all of the Award Shares become “substantially vested” within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended, either a check payable to the Company in the amount of all withholding or other tax obligations (whether federal, state or local) imposed on the Company by reason of the vesting of the Award Shares, or the Withholding Election described in Section 1.4. Upon receipt of payment in full of all withholding tax obligations, the Company shall cause a certificate representing the Award Shares which are the Vested Award Shares to be issued and delivered by the Share Custodian to the Recipient pursuant to the instructions of Recipient. Recipient acknowledges and agrees that he has been fully advised to consult with his own tax consultants regarding the applicability of his making a Code §83(b) election with respect to the Award Shares.

     1.5 Optional Withholding Election. In lieu of paying the withholding tax obligation in cash, as described in Section 1.3, Recipient may elect to have the actual number of Vested Award Shares reduced by the smallest number of whole shares of Common Stock which, when multiplied by the fair market value of the Common Stock on the Vesting Date as determined by the Board of Directors, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Company by reason of the vesting of the Award Shares (the “Withholding Election”). Recipient may make a Withholding Election only if all of the following conditions are met:

     (a) the Withholding Election must be made on or prior to the end of the Withholding Period by executing and delivering to the Company a properly completed Notice of Withholding Election, in substantially the form of Exhibit A attached hereto;

     (b) any Withholding Election made will be irrevocable; and

-2-

     (c) If Recipient is an Insider (an individual who is, on the relevant date, an officer, director or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act), then a Withholding Election may only be made to the extent that such withholding of Shares (1) has met the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a subsequent transaction the terms of which were provided for in a transaction initially meeting the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act.

     1.6 Investment Representations. Recipient hereby represents, warrants, covenants, and agrees with the Company as follows:

     (a) The Award Shares being acquired by Recipient will be acquired for Recipient’s own account without the participation of any other person, with the intent of holding the Award Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Award Shares and not with a view to, or for resale in connection with, any distribution of the Award Shares, nor is Recipient aware of the existence of any distribution of the Award Shares;

     (b) Recipient is not acquiring the Award Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Award Shares but rather upon an independent examination and judgment as to the prospects of the Company;

     (c) The Award Shares were not offered to Recipient by means of publicly disseminated advertisements or sales literature, nor is the Recipient aware of any offers made to other persons by such means;

     (d) Recipient is able to bear the economic risks of the investment in the Award Shares, including the risk of a complete loss of Recipient’s investment therein;

     (e) The Award Shares cannot be offered for sale, sold or transferred by Recipient other than (A) in a transaction in compliance with the 1933 Act; and (B) upon presentation of evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

     (f) The Company will be under no obligation to register the Award Shares for resale or to comply with any exemption available for sale of the Award Shares without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 of the 1933 Act are not now available and no assurance has been given that it or they will become available. The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Award Shares; and

-3-

     (g) The agreements, representations, warranties, and covenants made by Recipient herein extend to and apply to all of the Award Shares of the Company issued to Recipient pursuant to this restricted stock award. Acceptance by Recipient of the certificate representing such Award Shares shall constitute a confirmation by Recipient that all such agreements, representations, warranties, and covenants made herein shall be true and correct at that time.

SECTION 2
FORFEITURE OF AWARD SHARES

     Any Unvested Award Shares that are held for the benefit of the Recipient, at and after the termination of employment of the Recipient by the Company, shall, unless the Employment Agreement otherwise expressly provides, be forfeited by the Recipient at such time and returned, marked “cancelled,” to the Company. Until an Award Share has been released to the Recipient, or cancelled and returned to the Company as provided herein or in the Employment Agreement, it shall be held by the General Counsel of the Company, acting as share custodian (the “Share Custodian”), for the benefit of the Recipient, and subject to the terms and conditions of this Agreement and the Employment Agreement.

SECTION 3
GENERAL PROVISIONS

     3.1 Change in Capitalization. If the number of outstanding shares of the Common Stock shall be increased or decreased by a change in par value, split-up, stock split, reverse stock split, reclassification, distribution of common stock dividend, or other similar capital adjustment, an appropriate adjustment shall be made by the Board of Directors in the number and kind of Award Shares, such that Recipient’s proportionate interest shall be maintained as before the occurrence of the event. No fractional shares shall be issued in making such adjustment. All adjustments made by the Board of Directors under this Section shall be final, binding, and conclusive.

     3.2 Legends. Each certificate representing the Award Shares shall be endorsed with the following legend and Recipient shall not make any transfer of the Award Shares without first complying with the restrictions on transfer described in such legend:

transfer is restricted

the securities evidenced by this certificate are subject to restrictions on transfer set forth in a restricted stock award agreement dated March 1, 2006, a copy of which is available from the company.

The securities evidenced by this certificate may not be sold, transferred, assigned, or hypothecated unless (1) the transfer is made in compliance with rule

-4-

144 promulgated under the securities act of 1933, or (2) the issuer receives an opinion of counsel, reasonably satisfactory to the company, stating that such sale, transfer, assignment or hypothecation is exempt from the registration requirements of such act.

Recipient agrees that the Company may also endorse any other legends required by applicable federal or state securities laws. The Company need not register a transfer of the Award Shares, and may also instruct its transfer agent, if any, not to register the transfer of the Award Shares unless the conditions specified in the foregoing legends are satisfied.

     3.3 Removal of Legend and Transfer Restrictions. The restrictions described in the second sentence of the legend set forth in Section 3.2 may be removed at such time as permitted by Rule 144(k) promulgated under the Securities Act.

     3.4 Governing Laws. This Agreement shall be construed, administered and enforced according to the laws of the State of Delaware.

     3.5 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

     3.6 Notice. Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

     3.7 Severability. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

     3.8 Entire Agreement. Subject to the terms and conditions of the Plan and the Employment Agreement, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

     3.9 Violation. Any transfer, pledge, sale, assignment, or hypothecation of Unvested Award Shares or any portion thereof shall be a violation of the terms of this Agreement and shall be null, void and without effect ab initio.

-5-

     3.10 Headings. Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.

     3.11 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

     3.12 No Employment Rights Created. Neither the establishment of the Plan nor the award of Award Shares hereunder shall be construed as giving Recipient the right to continued employment with the Company.

     3.13 Capitalized Terms. All capitalized terms used in this Agreement shall have the meanings given to them herein or in the Plan.

     3.14 No Disclosure Duty. The Recipient and the Company acknowledge and agree that neither the Company nor its directors, officers or employees have any duty or obligation to disclose to the Recipient any material information regarding the business of the Company or affecting the value of the Award Shares, other than as required under the law with respect to the Company’s duty to its other shareholders.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above.

Company:		Recipient:
Lodgian, Inc.:
		/s/ James A. MacLennan
By:	/s/ Daniel E. Ellis
Its: Senior Vice President, General Counsel & Secretary

-6-

EXHIBIT A
Notice of Withholding Election

TO: Lodgian, Inc.	Restricted Stock Agreement:
	Restricted Stock Agreement between                      and Lodgian, Inc. (the “Company”)
FROM:	Date      of       Agreement:
	Total Number of Restricted Shares:
RE: Withholding Election

TO:     Lodgian, Inc.
FROM:               
RE:     Withholding Election with respect to Restricted Stock Agreement Noted Above

This election relates to                     shares of Common Stock of the Company vesting on                     . I hereby certify that:

     i. My correct name and social security number and my current address are set forth at the end of this document.

     ii. I am (check one, whichever is applicable):

o the original recipient of the Restricted Stock Grant.

o the legal representative of the estate of the original recipient of the Restricted Stock Grant.

o a legatee of the original recipient of the Restricted Stock Grant.

o the legal guardian of the original recipient of the Restricted Stock Grant.

     iii. In connection with any future vesting of the Restricted Stock Grant with respect to the Restricted Shares, I hereby elect to have certain of the shares issuable pursuant to the exercise withheld by the Company for the purpose of having the value of the shares applied to pay federal, state, and local, if any, taxes arising from the exercise. The shares to be withheld shall have, as of the tax date applicable to the exercise, a fair market value equal to the minimum statutory tax-withholding requirement under federal, state, and local law in connection with the exercise.

     iv. This Withholding Election is made prior to the tax date and is otherwise timely made pursuant to the Agreement.

     v. I understand that this Withholding Election may not be revised, amended or revoked by me but is subject to the disapproval of the Board.

     vi. I further understand that the Company shall withhold from the Vested Restricted Shares a number of shares of Common Stock having the value specified in Paragraph iii above.

     vii. I have read and understand the Restricted Stock Agreement and I have no reason to believe that any of the conditions therein to the making of this Withholding Election have not been met. Capitalized terms used in this Notice of Withholding Election without definition herein shall have the meanings given to them in the Restricted Stock Agreement.

-7-

Dated this ___day of                     , 20___.
Address:	Signature
	Printed Name
	Social Security Number

-8-

EX-10.3

EXHIBIT 10.3

Participation Form

Participation Form No. 7

Lodgian, Inc. Executive Incentive Plan
Participation Form

To: James MacLennan

In accordance with the provisions of the Lodgian, Inc. Executive Incentive Plan (the “Plan”), you are hereby notified that you have been selected to become a Participant in the Plan. As a Participant, you may become entitled to incentive compensation pursuant to the terms and provisions of the Plan for the Bonus Years noted below:

2006: x	2007: x	2008: x
Your Maximum Annual Cash Bonus Amount shall be:
	$288,750
Your Base Annual Restricted Shares shall be:
	10,000
Your Bonus Multiplier shall be:
	100%

The Company must achieve certain performance goals noted in the Plan for you to receive all or any portion of your Maximum Annual Cash Bonus Amount or all, any portion of, or a multiple of, your Base Annual Restricted Shares. This Participation Form will evidence your participation in the Plan. You should consult the Plan for details concerning the calculation and determination of your potential incentive compensation.

In witness whereof, we, the undersigned members of the Committee have executed this Participation Form as of this 1st day of March, 2006.

/s/ Kenneth A. Caplan Committee Member	/s/ Kevin C. McTavish Committee Member
/s/ Sean F. Armstrong
Committee Member

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:
Debi Ethridge	Jerry Daly or Carol McCune
Vice President, Finance & Investor Relations	Daly Gray Public Relations (Media)
dethridge@lodgian.com	jerry@dalygray.com
(404) 365-2719	(703) 435-6293

James A. MacLennan to Join Lodgian as Chief Financial Officer

     ATLANTA, Ga., March 1, 2006—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today announced that James A. MacLennan will be named executive vice president and chief financial officer. Although MacLennan joined the company as vice president on March 1, 2006, the appointment to executive vice president and chief financial officer will take place upon the effectiveness of the resignation of Lodgian’s current CFO, Linda Borchert Philp, which was announced in October 2005 and is expected to take place on or about March 15, 2006, following the filing of the company’s annual report on form 10-K with the SEC.

     MacLennan, who has worked in many countries on four continents, joins Lodgian with more than 20 years of varied financial experience. Most recently, he served as chief financial officer and treasurer of Buford, Ga.-based Theragenics Corporation, a NYSE-listed medical device company. In addition to responsibility for the company’s corporate finance activities and investor relations function, he provided critical leadership in the company’s merger and acquisition activities and product diversification initiatives.

- more -

Lodgian
Page 2

     Previously, he was executive vice president and chief financial officer with Lanier Worldwide, Inc., a publicly held, $1.4 billion technical products company, where he was responsible for all corporate finance activities. He also played a major role in taking that company public, then later in finding a longer-term strategic alternative for Lanier.

     MacLennan spent much of his early career in financial positions of increasing scope and responsibility in the oil and gas industry, most notably with Exxon and later with Noble Drilling.

     “James has an impressive and extensive background in accounting and finance,” said Ed Rohling, Lodgian president and chief executive officer. “His experience as CFO in two other publicly held companies also prepares him to provide the essential financial leadership we will need as we transition from a period of consolidation to a new stage of dynamic growth.”

     MacLennan received both graduate and post-graduate degrees from University of the Witwatersrand in South Africa. He is a chartered accountant and a member of the Financial Executive Institute.

     Lodgian is one of the largest independent owners and operators of full-service hotels in the United States. The company currently owns and/or manages a portfolio of 75 hotels with 13,468 rooms located in 28 states and Canada. Of the company’s 75-hotel portfolio, 46 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express), 16 are Marriott brands (Courtyard by Marriott, Fairfield Inn, SpringHill Suites and Residence Inn), and 11 are affiliated with four other nationally recognized hospitality franchises such as Hilton and Carlson (Radisson and Park Inn). Two hotels are independent,

- more -

Lodgian
Page 3

unbranded properties. For more information about Lodgian, visit the company’s Web site: www.lodgian.com.

     This press release includes forward-looking statements related to Lodgian’s operations that are based on management’s current expectations, estimates and projections. These statements are not guarantees of future performance and actual results could differ materially.

     The words “guidance,” “may,” “should,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “plan,” and similar expressions are intended to identify forward-looking statements. Certain factors are not within the company’s control and readers are cautioned not to put undue reliance on forward-looking statements. These statements involve risks and uncertainties including, but not limited to, the company’s ability to generate sufficient working capital from operations and other risks detailed from time to time in the company’s SEC reports. The company undertakes no obligations to update events to reflect changed assumptions, the occurrence of unanticipated events or changes to future results over time.

- 3 -