-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MP/xwrWlsVCkxLhKFpeDYbngVTsBeA/n1cjUU+jp0Ahrorzw2bqVdU9T4Nf1bL+E Wf8St2+tjswpzjhmaJ05kg== 0000950144-08-000610.txt : 20080204 0000950144-08-000610.hdr.sgml : 20080204 20080204165500 ACCESSION NUMBER: 0000950144-08-000610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080204 DATE AS OF CHANGE: 20080204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 08572907 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 8-K 1 g11567e8vk.htm LODGIAN, INC. LODGIAN, INC.
 

 
 
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): January 29, 2008
Lodgian, Inc.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-14537   52-2093696
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30326

(Address and zip code of principal executive offices)
(404) 364-9400
(Registrant’s telephone number, including area code)
Not Applicable
Former Name or Former Address, if Changed Since Last Report
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:
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))
 
 

 


 

Item 1.01 Entry into a Material Definitive Agreement.
Effective January 29, 2008, the Company and Edward J. Rohling entered into a Separation and Release Agreement that terminates the Amended and Restated Executive Employment Agreement (the “Employment Agreement”) between Mr. Rohling and the Company dated April 23, 2007. A description of the material terms and conditions of the Employment Agreement was provided in the Company’s Form 8-K dated April 23, 2007. Under the Separation and Release Agreement, Mr. Rohling will receive
  a.   $1,122,411.50 in severance pay;
 
  b.   Immediate vesting of all restricted stock previously granted (75,000 shares were already vested, 15,000 more shares vested as of separation for 90,000 total); and
 
  c.   COBRA premium reimbursement (for Mr. Rohling and his eligible dependents) through December 31, 2008;
He will remain eligible for enhanced benefits upon a Change in Control (as defined in the Employment Agreement), if a Change in Control occurs on or before April 28, 2008. He has signed a resignation letter, resigning as President, CEO, and Director and has released Lodgian from any and all claims and liability; and he and the Company have agreed to a mutual non-disparagement clause. A copy of the Separation and Release Agreement has been filed as Exhibit 10.1 to this Form 8-K.
Item 1.02. Termination of a Material Definitive Agreement.
See Item 1.01, above, and Exhibit 10.1
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 1.01, above, and Exhibit 10.1
Also on January 29, 2008, the Board of Directors of the Company appointed, effective immediately, Peter T. Cyrus, who has served as a member of the Company’s Board of Directors since his election in April 2007, to serve as interim President and Chief Executive Officer. Mr. Cyrus, 61, is and has, since 1995, been the Managing Partner and a co-owner of Montclair Hotel Investors, Inc., a hotel investment and management company based in suburban Chicago. Previously, he was a Senior Vice President of Lazard Freres & Company, where he directed the Real Estate Group’s Chicago office and also headed the firm’s Hospitality Group on a world-wide basis. In preparation for his real estate career, Mr. Cyrus studied business administration at the University of Arizona and John Carroll University. Mr. Cyrus has been a senior member of the Urban Land Institute since 1978. He holds the designation of Certified Review Appraiser (CRA) from the National Association of Review Appraisers.
The appointment of Mr. Cyrus as Interim President and Chief Executive Officer of the Company was not made pursuant to any arrangement or understanding between Mr. Cyrus and any other person. Mr. Cyrus has not been a party to any transaction since the beginning of the Company’s last fiscal year, and is not a party to any currently proposed transaction, with the Company or any of its subsidiaries, in which the amount involved exceeded or exceeds $120,000 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 the Company;
 
  (2)   Any nominee for election as a director;
 
  (3)   Any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities; or
 
  (4)   Any member of the immediate family of any of the foregoing persons.
The Company and Mr. Cyrus expect to enter into an employment agreement regarding the terms and conditions of Mr. Cyrus’s employment. A description and a copy of any such agreement will be filed as an amendment to this Form 8-K.

 


 

In addition, on January 29, 2008, the Company’s Board of Directors elected W. Blair Allen to serve as a member of the Company’s Board of Directors, filling the vacancy that was created by the resignation of Mr. Rohling. Mr. Allen also has been appointed to serve as a member of the Company’s Executive Committee. Mr. Allen, age 38, has been the President of Robert M. Goff & Associates, a real estate development and management company in Little Rock, Arkansas with an emphasis on the hospitality industry, since 2004. Prior to his service as President, he served as Chief Financial Officer from 1996 until 2004.
The election of Mr. Allen as a member of the Company’s Board of Directors was not made pursuant to any arrangement or understanding between Mr. Allen and any other person. The Company’s Board of Directors has determined that Mr. Allen will qualify as “independent” as defined under the corporate governance rules of AMEX. Mr. Allen has not been a party to any transaction since the beginning of the Company’s last fiscal year, and is not a party to any currently proposed transaction, with the Company or any of its subsidiaries, in which the amount involved exceeded or exceeds $120,000 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 the Company;
 
  (2)   Any nominee for election as a director;
 
  (3)   Any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities; or
 
  (4)   Any member of the immediate family of any of the foregoing persons.
Mr. Allen will receive the standard compensation provided to all of the Company’s non-employee directors. This compensation includes a quarterly retainer of $6,000, as well as fees of $1,500 per Board of Directors meeting, $1,000 per committee meeting, and $500 per telephonic Board of Directors or committee meeting. The Company also reimburses each director for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors and any of its committees. Mr. Allen will also be eligible for equity awards pursuant to the Amended and Restated 2002 Stock Incentive Plan of Lodgian, Inc., consistent with the compensation of other non-employee directors
A copy of the press release announcing the resignation of Mr. Rohling and the appointments of Mr. Cyrus and Mr. Allen is attached hereto as Exhibit 99.1.
On January 29, 2008, the Compensation Committee approved the award of 2,000 restricted shares of the Company’s common stock to each of Mr. Cyrus, Paul J. Garity and Michael J. Grondahl, in recognition of the fact that Mr. Cyrus, Mr. Garity and Mr. Grondahl were elected to the Company’s Board of Directors at the Annual Stockholders Meeting in April 2007, but did not receive the award of 2,000 restricted shares of the Company’s common stock that was granted to each of the other non-employee members of the Company’s Board of Directors on February 12, 2007 for their service in 2007. Additionally on January 29, 2008, in recognition of the substantial time that the members of the Company’s Board of Directors dedicate to the affairs of the Company and the continuing time commitment of the Board of Directors, the Company’s Board of Directors approved the award of 2,000 restricted shares of the Company’s common stock to each non-employee member of the Board of Directors for service during 2008; an additional 2,000 shares to each member of the Board of Directors who also serves on the Company’s Audit Committee; and an additional 1,000 shares to each member of the Board of Directors who serves on the Company’s Compensation Committee (no such awards were granted to Mr. Cyrus who, by virtue of his appointment as Interim President and Chief Executive Officer

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of the Company, is no longer a non-employee member of the Board of Directors). All of these shares will be awarded pursuant to the Amended and Restated 2002 Stock Incentive Plan of Lodgian, Inc. on February 12, 2008 and will vest in annual increments over the next three years, commencing January 30, 2009.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
         
 
  Exhibit 10.1   Separation and Release Agreement between the Company and Edward J. Rohling.
 
 
  Exhibit 99.1   Press release of Lodgian, Inc. dated February 4, 2008.

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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: February 4, 2008  By:         /s/ Daniel E. Ellis    
         Daniel E. Ellis   
          Senior Vice President, General Counsel
      & Secretary 
 
 
Exhibit Index
     
   
Exhibit No.   Description
 
10.1
  Separation and Release Agreement between the Company and Edward J. Rohling.
 
99.1
  Press release of Lodgian, Inc. dated February 4, 2008

5

EX-10.1 2 g11567exv10w1.htm EX-10.1 SEPARATION AND RELEASE AGREEMENT EX-10.1 SEPARATION AND RELEASE AGREEMENT
 

Exhibit 10.1
January 29, 2008
Edward J. Rohling
3093 Ridgewood Road
Atlanta, Georgia 30327
Re: Your separation from Lodgian, Inc.
Dear Ed:
Lodgian, Inc. (the “Company”) and you have agreed that your employment with the Company will terminate effective January 29, 2008 (the “Separation Date”). This letter agreement (the “Agreement”) sets forth the terms under which your employment with the Company is ending. In addition, this Agreement effectively terminates the Amended And Restated Executive Employment Agreement between You and the Company dated April 23, 2007 (the “Employment Agreement”), except as set forth below. As we discussed, we desire to resolve any and all issues relating to your employment and the conclusion of your employment with the Company amicably and on mutually satisfactory terms. Specifically, you (“You” or “Your”) and the Company (collectively, the “Parties”) agree:
1.   Separation Benefits. Provided that You satisfy the conditions of this Agreement and do not revoke this Agreement, the Company shall:
  (a)   Accrued Salary. Pay You Eighteen Thousand Six Hundred Fifty Seven Dollars and Seventy Cents ($18,657.70) as payment of Your accrued, unpaid base salary as of the Separation Date;
 
  (b)   Vacation Pay. Pay You Twenty Seven Thousand Nine Hundred Eighty Six Dollars and Fifty Four Cents ($27,986.54) as payment of Your accrued, unused vacation as of the Separation Date;
 
  (c)   Business Expenses. On or before February 15, 2008 (the “Reimbursement Deadline Date”), You must submit all business expenses for which You seek reimbursement to Your former administrative assistant. Provided You comply with the preceding sentence, the Company shall reimburse You for all approved business expenses in accordance with Company policy. You acknowledge and agree that the Company shall not be obligated to reimburse You for business expenses submitted after the Reimbursement Deadline Date;
 
  (d)   COBRA Reimbursement. Reimburse Your and Your eligible dependents’ COBRA premium under the Company’s major medical group health plan on a monthly basis through and including December 2008;
 
  (e)   Restricted Stock. Accelerate the vesting of all restricted shares of the Company’s common stock previously granted to You (the “Award Shares”) pursuant to the Lodgian, Inc. Amended & Restated 2002 Stock Incentive Plan (the “Plan”) and the Lodgian, Inc. Employee Restricted Stock Agreements between You and the Company (the “Stock Agreements”). As a result, You shall be vested in a total of ninety thousand (90,000) Award Shares as of the Separation Date. Except as set

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      forth in this provision, the Award Shares shall continue to be governed by the Plan and Stock Agreements; and
  (f)   Separation Payment. On or before February 28, 2008, pay You a lump sum payment of One Million One Hundred Twenty Two Thousand Four Hundred Eleven Dollars and Fifty Cents ($1,122,411.50).
All separation benefits above shall be subject to applicable withholdings, including taxes and Social Security. You represent and warrant to the Company that You have made an independent determination that the payments You are to receive under this Agreement are not, and are not in substitution of, deferred compensation subject to Internal Revenue Code (“Code”) §409A. Therefore, You hereby agree to indemnify and hold harmless the Company from and against any tax liability, penalties, and interest that the Company may incur by reason of the Company’s failure to properly withhold with respect to, or properly report, any compensation being paid to You under this Agreement as deferred compensation which is subject to Code §409A, in the event any payment under this Agreement is determined to be, or is determined to be in substitution of, deferred compensation and therefore subject to Code §409A.
Because You are no longer employed, Your rights to any particular employee benefit shall be governed by applicable law and the terms and provisions of the Company’s various employee benefit plans and arrangements. You acknowledge that Your Separation Date shall be the date used in determining benefits under all Company employee benefit plans. The Company’s obligations listed in sub-sections (d) - (f) above shall terminate upon any breach by You of this Agreement; provided, however, that (i) the Company provides You with written notice of such breach and thirty (30) days to cure such breach (the “Cure Period”), and (ii) You fail to cure such breach within the Cure Period.
2.   Release. In exchange for the separation benefits stated above, You release and discharge the Company1 from any and all claims or liability, whether known or unknown, arising out of any event, act or omission occurring on or before the day You sign this Agreement, including, but not limited to, claims arising out of Your employment or the cessation of Your employment, claims arising out of the Employment Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §§ 1001-1461, claims arising out of or relating to the Employment Agreement, claims arising by virtue of Your status as a shareholder and/or director of the Company, claims for breach of contract, tort, negligent hiring, negligent retention, negligent supervision, negligent training, 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. You also release any claims for unpaid back pay, sick pay, vacation pay, expenses, bonuses, claims to stock options and restricted stock, claims to the vesting of stock options and restricted stock, claims arising out of or relating to equity or other ownership interest in the Company, commissions, attorneys’ fees, or any other compensation. You agree that You are not entitled to any additional payment or benefits from the Company, except as set forth in this Agreement. You further agree that You have suffered no harassment, retaliation, employment discrimination, or work-related injury or illness. This release does not waive Your right to receive benefits under the Company’s 401(k) or pension plans, if any, that either (i) have accrued or vested prior to the date of this Agreement, or (ii) are intended, under the terms of such plans, to survive Your separation from the Company.
 
1   For purposes of paragraphs 2, 3, 5, 6, and 7, the term “Company” includes the company’s parents, subsidiaries, affiliates and all related companies, as well as their respective officers, directors, shareholders, employees, agents and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.

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    You acknowledge and represent that You (i) have received all leave required under the Family and Medical Leave Act of 1993 (FMLA), 28 U.S.C. §2601, et. seq., and (ii) do not claim that the Company violated or denied Your rights under the FMLA. You further acknowledge and represent that You (i) have been fully paid (including, but not limited to, any overtime to which You are entitled, if any) for hours You worked for the Company and (ii) do not claim that the Company violated or denied Your rights under the Fair Labor Standards Act.
 
3.   OWBPA/ADEA Waiver. By agreeing to this provision, You release and waive any right or claim against the Company1 arising out of Your employment or the termination of Your employment with the Company under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq. (“OWBPA”), or the Georgia Prohibition of Age Discrimination in Employment, O.C.G.A. § 34-1-2 (such release and waiver referred to as the “Waiver”). You understand and agree that: (a) this Agreement is written in a manner that You understand; (b) You do not release or waive rights or claims that may arise after You sign this Agreement; (c) You waive rights and claims You may have had under the OWBPA and the ADEA, but only in exchange for payments and/or benefits in addition to anything of value to which You are already entitled; (d) You are advised to consult with an attorney before signing this Agreement; (e) You have twenty one (21) calendar days (the “Offer Period”) from receipt of this Agreement to consider whether to sign it. If You sign before the end of the Offer Period, You acknowledge that Your decision to do so was knowing, voluntary, and not induced by fraud, misrepresentation, or a threat to withdraw, alter, or provide different terms prior to the expiration of the Offer Period. You agree that changes or revisions to this Agreement, whether material or immaterial, do not restart the running of the Offer Period; (f) You have seven (7) calendar days after signing this Agreement to revoke this Agreement (the “Revocation Period”). If you revoke, the Agreement shall not be effective or enforceable and You shall not be entitled to the separation benefits stated above. To be effective, the revocation must be in writing and received by the Chairman of the Board of Directors, Stewart J. Brown, at Lodgian, Inc., 3445 Peachtree Road, Suite 700, Atlanta, Georgia, 30326, or his successor, prior to expiration of the Revocation Period; and (g) this Waiver shall not become effective or enforceable until the Revocation Period has expired.
 
4.   Return of Company Property. You shall, on or before February 8, 2008, return to the Company all of the Company’s property, including, but not limited to, computers, computer equipment, office equipment, mobile phone, personal digital assistant (PDA), keys, passcards, 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 shall 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 shall 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.
 
5.   Non-Disparagement. You shall not make any disparaging or defamatory statements, whether written or oral, regarding the Company1. In addition, You shall not make any statement or take any action which may negatively impact the Company’s ability to close those business transactions that You were, directly or indirectly, working on or had knowledge of during the course of Your employment with the Company. The Company’s Board of Directors (determined as of the Separation Date) shall not make any disparaging or defamatory statements, whether written or oral, regarding You.

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6.   Future Employment. You agree that the Company1 has no obligation to consider You for employment should You apply in the future.
 
7.   No Admission of Liability. This Agreement is not an admission of liability by the Company1. The Company denies any liability whatsoever. The Company enters into this Agreement to reach a mutual agreement concerning Your separation from the Company.
 
8.   Resignation Letter. You shall, at the same time You execute this Agreement, execute the resignation letter attached to this Agreement as Exhibit A.
 
9.   Indemnification. The Company shall continue to be bound by Section 5(g) of the Employment Agreement (Indemnification), which shall survive the termination of the Employment Agreement.
 
10.   Change in Control. Section 8(c)(i)(b) of the Employment Agreement shall survive termination of the Employment Agreement, and shall remain in full force and effect with respect to any Change in Control (as defined by Section 8(a) of the Employment Agreement) that occurs on or before April 28, 2008; provided, however, that (1) You acknowledge and agree that as of the date You sign this Agreement, no such Change in Control has occurred, including, without limitation, as a result of Your resignation from the Board of Directors and the appointment of directors on January 29, 2008, and (2) Section 8(c)(i)(b) shall not apply if You are the primary instigator of the Change in Control.
 
11.   Attorneys’ Fees. In the event of litigation between the Parties arising from this Agreement, other than a challenge to the OWBPA/ADEA Waiver set forth in Section 3 above, 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.   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.
 
14.   Governing Law. 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.
 
15.   Entire Agreement. This Agreement, including Exhibit A and the Stock Agreements which are incorporated by reference (collectively, the Agreements”), constitute the entire agreement between the Parties; provided, however, that Sections 5(g), 6(h), 7, 8(c)(i)(b) (as modified in Section 10 above) and 20 of the Employment Agreement are incorporated by reference, shall remain in full force and effect, and shall survive cessation of Your employment and termination of the Employment Agreement. You acknowledge that the post-termination obligations contained in Section 7 of the Employment Agreement are valid, enforceable and reasonably necessary to protect the interests of the Company, and You agree to abide by such obligations. The Agreements supersede any prior communications, agreements or understandings, whether oral or written, between the Parties arising out of or relating to Your employment and the termination of that employment; provided, however, that the Parties acknowledge and agree that the Agreements do not supersede Sections 5(g), 6(h), 7, 8(c)(i)(b) (as modified in Section 10 above), and 20 of the Employment Agreement. Other than this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

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16.   Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.
 
17.   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 and Your heirs and assigns.
 
18.   Consent to Jurisdiction and Venue. You agree that any and all claims arising out of or relating to this Agreement 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.
If the terms set forth in this Agreement are acceptable, please sign below and return the signed original to me on or before February 18, 2008. If the Company does not receive a signed original on or before the above-stated date, then this offer is revoked and You shall not be entitled to any of the separation benefits stated above.
Sincerely,
/S/ Stewart J. Brown
Stewart J. Brown
Chairman, Board of Directors
I acknowledge the validity and enforceability of this seven (7) page Agreement, including the attached Exhibit A, and represent that I have the legal capacity to enter into this Agreement. I acknowledge that I have had the opportunity to consult with an attorney before signing this Agreement. I have carefully read the Agreement, know and understand the terms and conditions, including its final and binding effect, and sign it voluntarily.
       
       
/s/ Edward J. Rohling   February 4, 2008  
 
     
Edward J. Rohling
  Date  

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EXHIBIT A
[Exhibit text appears on next page.]

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January 29, 2008
Stewart J. Brown
Chairman, Board of Directors
Lodgian, Inc.
3445 Peachtree Road, Suite 700
Atlanta, Georgia 30326
     Re: Resignation from Lodgian, Inc.
Dear Mr. Brown:
     Effective as of January 29, 2008, I resign as President, Chief Executive Officer, and member of the Board of Directors of Lodgian, Inc. (the “Company”). My resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
Sincerely,
/s/  Edward J. Rohling
 
Edward J. Rohling
EX-99.1 3 g11567exv99w1.htm EX-99.1 PRESS RELEASE DATED FEBRUARY 4, 2008 EX-99.1 PRESS RELEASE DATED FEBRUARY 4, 2008
 

Exhibit 99.1
(LODGIAN LOGO)
For Immediate Release
Contact:
Debi Ethridge
Vice President, Finance & Investor Relations
dethridge@lodgian.com
(404) 365-2719
Lodgian Names Peter T. Cyrus Interim President and Chief Executive Officer
and Elects W. Blair Allen to Board of Directors
Edward J. Rohling Resigns as President and Chief Executive Officer
and Member of Board of Directors
     ATLANTA, Ga., February 4, 2008—Lodgian, Inc. (Amex: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today announced that Peter T. Cyrus, who has served as a member of Lodgian’s board of directors since his election in April 2007, has been named interim president and chief executive officer, and W. Blair Allen has been elected to Lodgian’s board of directors. Concurrently, the company announced that Edward J. Rohling had resigned from his positions as president, chief executive officer and a member of the company’s board of directors, effective January 29, 2008.
     Peter Cyrus has over 30 years of experience in the hospitality industry. He is a managing partner and co-founder of Montclair Hotel Investors, Inc., a hotel investment and management company based in suburban Chicago. Prior to forming Montclair Hotel Investors, Inc. in 1995, he was a senior vice president of Lazard Freres & Company, where he directed the Real Estate Group’s Chicago office and also headed the firm’s Hospitality Group on a world-wide basis.
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Lodgian
Page 2
     “On behalf of the board of directors, I want to thank Ed Rohling for his two-and-a-half years of dedicated service to the company and wish him all the best in his future endeavors,” said Stewart Brown, chairman of the board.
     Cyrus studied business administration at the University of Arizona and John Carroll University. He has been a senior member of the Urban Land Institute since 1978. He holds the designation of Certified Review Appraiser (CRA) from the National Association of Review Appraisers.
     “Peter’s vast experience in ownership, development and management of hotels, as well as his relationships with most of the major hotels brands, will serve Lodgian well,” Brown said.
     Since 2004, W. Blair Allen has been the president of Robert M. Goff & Associates, a real estate development and management company in Little Rock, Ark., with an emphasis on the hospitality industry. Prior to his service as president, he was chief financial officer from 1996 until 2004. Previously, he was a commercial loan officer with Regions Bank from 1995 until joining Robert M. Goff & Associates in 1996, and was a commercial loan officer and credit analyst with Worthen Bank from 1994 until 1995.
     “Blair Allen brings significant hotel operating experience to the Lodgian board, and he is a valuable addition,” Cyrus said.
     Allen holds a Masters of Business Administration degree from the Walton School of Business at the University of Arkansas and a Bachelor of Arts degree in economics from Washington & Lee University. He has been the commissioner of the Little Rock Advertising &
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Lodgian
Page 3
Promotion Commission, real estate chair, since 2004, and has been a board member of Centennial Bank since 2004.
About Lodgian
     Lodgian is one of the largest independent owners and operators of full-service hotels in the United States. The company currently manages a portfolio of 46 hotels with 8,430 rooms located in 24 states and Canada. Of the company’s 46-hotel portfolio, 25 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott and Residence Inn by Marriott), three are Hilton brands, and four are affiliated with three other nationally recognized franchisors. Two hotels are independent, unbranded properties. For more information about Lodgian, visit the company’s Web site: www.lodgian.com.

 

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