8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) – May 21, 2015

EXTENDED STAY AMERICA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36190	46-3140312
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

11525 N. Community House Road, Suite 100 Charlotte, North Carolina	28277
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (980) 345-1600

ESH HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36191	27-3559821
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

11525 N. Community House Road, Suite 100 Charlotte, North Carolina	28277
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (980) 345-1600

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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Item 5.02(c) Appointment of Howard J. Weissman as Controller and Chief Accounting Officer

On May 21, 2015, the Board of Directors of Extended Stay America, Inc. (“Extended Stay”) and the Board of Directors of ESH Hospitality, Inc. (“ESH REIT” and, together with Extended Stay, the “Company”) appointed Howard J. Weissman as Controller and Chief Accounting Officer of Extended Stay and ESH REIT, effective May 21, 2015.

Mr. Weissman, 46, has served as Extended Stay’s Corporate Controller since November 2013 and served in the same position at HVM from December 2011 to November 2013. From May 2009 to December 2011, Mr. Weissman worked at Campus Crest Communities, Inc., serving as Senior Vice President and Corporate Controller. From July 2007 through May 2009, Mr. Weissman was Controller and Chief Accounting Officer of EOP Operating Limited Partnership, LP, the private company successor to Equity Office Properties Trust, a commercial office real estate company owned by The Blackstone Group. From May 2003 through May 2007, Mr. Weissman served in a variety of positions with CarrAmerica Realty Corporation, a commercial office real estate company, including as Assistant Controller, Vice President of Shared Services and Controller.

There are no arrangements or understandings between Mr. Weissman and any other person pursuant to which Mr. Weissman was appointed as Controller and Chief Accounting Officer of the Company. Mr. Weissman has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

There are no family relationships between Mr. Weissman and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K.

Item 5.02 (e) Adoption of Plans and Form of Award Agreement

On May 21, 2015, Extended Stay held its 2015 Annual Meeting of Shareholders (the “Extended Stay Annual Meeting”). This Current Report on Form 8-K is being filed with the Securities and Exchange Commission to report the effectiveness of grants of restricted stock units (“RSUs”) to certain named executive officers of Extended Stay America, Inc. that had previously been approved by the Board of Directors of Extended Stay, subject to the approval of the Extended Stay America, Inc. Amended and Restated Long-Term Incentive Plan (the “Extended Stay Plan”) by Extended Stay’s shareholders at the Extended Stay Annual Meeting. At the Extended Stay Annual Meeting, Extended Stay’s shareholders voted in favor of adopting the Extended Stay Plan, and in connection therewith, the awards of RSUs to certain of Extended Stay’s named executive officers as set forth in the table below became effective.

Name & Position	Time-Based Restricted Stock Units		Performance-Based Restricted Stock Units
Jonathan S. Halkyard, Chief Financial Officer		11,100		16,650
Kevin A. Henry, Executive Vice President and Chief Human Resources Officer		8,073		12,109
M. Thomas Buoy, Executive Vice President, Pricing & Revenue Management		4,642		6,962

A summary of the material terms of the Extended Stay Plan is included in the Extended Stay Proxy Statement. The summary of the Extended Stay Plan contained in the Extended Stay Proxy Statement is incorporated by reference into this Item 5.02(e) and qualified in its entirety by reference to the actual text of the Extended Stay Plan, a complete copy of which is filed as an appendix to the Extended Stay Proxy Statement.

The grants of RSUs to the named executive officers are subject to each grantee’s execution of an award agreement substantially in the form of the Restricted Stock Unit Agreement included as Exhibit 10.1 to this Current Report on Form 8-K (the “Award Agreement”). A certain number of the RSUs granted are time-vesting RSUs (the “Time-Based RSUs”) and a certain number of the RSUs granted are performance-vesting RSUs (“Performance-Based RSUs”). The Performance-Based RSUs are subject to performance-vesting conditions based on (i) achievement of annual EBITDA targets (the “Annual EBITDA Targets”) and (ii) achievement of total shareholder return measured over a three-year period (the “TSR Targets”).

The Award Agreement provides that (i) one-third (33 1/3%) of the Time-Based RSUs will vest on each of the first, second and third anniversaries of March 12, 2015, (ii) one-third (33 1/3%) of the Performance-Based RSUs subject to Annual EBITDA Targets will vest on the last day of each of the 12-month periods ending December 31, 2015, December 31, 2016 and December 31, 2017, subject to achievement of Annual EBITDA Targets as set forth in the Award Agreement and (iii) the Performance-Based RSUs subject to the TSR Targets will vest on December 31, 2017, subject to achievement of specified TSR Targets as set forth in the Award Agreement.

In the event of a termination of employment for any reason, all unvested Time-Based RSUs and unvested Performance-Based RSUs generally shall be forfeited without consideration as of the date of such termination. In the event of a Change in Control (as defined in the Extended Stay Plan), all unvested Time-Based RSUs and unvested Performance-Based RSUs shall become vested upon such Change in Control.

The Board previously adopted a form of award agreement for time-vesting RSUs included as Exhibit 10.2 to this Current Report on Form 8-K, the terms of which are consistent with the terms applicable to the Time-Based RSUs described above.

The foregoing descriptions of the award agreements are qualified in their entirety by reference to the full texts of the agreements, which are included as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are hereby incorporated herein by reference.

On May 21, 2015, ESH REIT held its 2015 Annual Meeting of Shareholders (the “ESH REIT Annual Meeting”). As further described in Item 5.07 of this Current Report on Form 8-K, at the ESH REIT Annual Meeting, shareholders of ESH REIT approved the adoption of the Amended and Restated ESH Hospitality, Inc. Long-Term Incentive Plan (the “ESH REIT Plan”). A summary of the material terms of the ESH REIT Plan is included in the ESH REIT Proxy Statement (as defined below). The summary of the ESH REIT Plan contained in the ESH REIT Proxy Statement is incorporated by reference into this Item 5.02(e) and qualified in its entirety by reference to the actual text of the ESH REIT Plan, a complete copy of which is filed as an appendix to the ESH REIT Proxy Statement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Extended Stay Annual Meeting, shareholders voted on the matters disclosed in Extended Stay’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2015 (the “Extended Stay Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders were as follows:

Item 1 – Election of Directors

At the Extended Stay Annual Meeting, Extended Stay’s shareholders elected the persons listed below as directors to hold office until the 2016 annual meeting of shareholders or until their successors are duly elected and qualified:

Name	Votes For		Votes Withheld		Broker Non-Votes
Douglas G. Geoga		197,679,588		146,952		—
Michael A. Barr		186,672,508		11,154,032		—
James L. Donald		193,951,389		3,875,151		—
William A. Kussell		197,483,775		342,765		—
William D. Rahm		186,494,859		11,331,681		—
William J. Stein		187,471,415		10,355,125		—
Richard F. Wallman		197,440,408		386,132		—

Item 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

Extended Stay’s shareholders ratified the appointment of Deloitte & Touche LLP as Extended Stay’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

Votes For	Votes Against	Abstentions	Broker Non-Votes
199,294,015	6,678	39,044	—

Item 3 – Approval of the Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan

Extended Stay’s shareholders approved the Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan as disclosed in the Extended Stay Proxy Statement.

Votes For	Votes Against		Abstentions		Broker Non-Votes
193,981,595		3,843,917		1,028		—

Item 4 – Approval of the Extended Stay America, Inc. Annual Incentive Plan

Extended Stay’s shareholders approved the Extended Stay America, Inc. Annual Incentive Plan as disclosed in the Extended Stay Proxy Statement.

Votes For	Votes Against		Abstentions		Broker Non-Votes
193,570,462		4,255,250		828		—

At the ESH REIT Annual Meeting, shareholders voted on the matters disclosed in ESH REIT’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2015 (the “ESH REIT Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders were as follows:

Item 1 – Election of Directors

At the ESH REIT Annual Meeting, ESH REIT’s shareholders elected the persons listed below as directors to hold office until the 2016 annual meeting of shareholders or until their successors are duly elected and qualified:

Name	Votes For		Votes Withheld		Broker Non-Votes
Douglas G. Geoga		448,688,434		146,852		—
Christopher K. Daniello		406,138,129		42,697,157		—
James L. Donald		406,936,836		41,898,450		—
Kevin W. Dinnie		406,244,729		42,590,557		—
Lisa Palmer		406,674,643		42,160,643		—
Ty E. Wallach		406,244,726		42,590,560		—
Richard F. Wallman		448,157,215		678,071		—

Item 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

ESH REIT’s shareholders ratified the appointment of Deloitte & Touche LLP as ESH REIT’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

Votes For	Votes Against		Abstentions		Broker Non-Votes
450,297,453		6,587		46,632	—

Item 3 – Approval of the Amended and Restated ESH Hospitality, Inc. Long-Term Incentive Plan

ESH REIT’s shareholders approved the Amended and Restated ESH Hospitality, Inc. Long-Term Incentive Plan as disclosed in the ESH REIT Proxy Statement.

Votes For	Votes Against		Abstentions		Broker Non-Votes
444,999,161		3,834,855		1,270		—

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit Description
10.1†	Form of Extended Stay America, Inc. Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Agreement (Time-Vesting & Performance Vesting).
10.2†	Form of Extended Stay America, Inc. Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Agreement (Time-Vesting).

† Management contract or compensatory plan or arrangement.

SIGNATURES

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

	EXTENDED STAY AMERICA, INC.
Date: May 21, 2015	By:	/s/ John R. Dent
		Name:	John R. Dent
		Title:	General Counsel
	ESH HOSPITALITY, INC.
Date: May 21, 2015	By:	/s/ John R. Dent
		Name:	John R. Dent
		Title:	General Counsel

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1†	Form of Extended Stay America, Inc. Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Agreement (Time-Vesting & Performance Vesting).
10.2†	Form of Extended Stay America, Inc. Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Agreement (Time-Vesting).

† Management contract or compensatory plan or arrangement.

EX-10.1

Exhibit 10.1

AMENDED & RESTATED

EXTENDED STAY AMERICA, INC.

LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Time-Vesting & Performance-Vesting)

THIS AWARD AGREEMENT (the “Agreement”) is made effective as of [            ], 2015, between Extended Stay America, Inc. (the “Company”), a Delaware corporation, and              (the “Grantee”). Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan.

WHEREAS, the Company desires to grant the restricted stock units (the “RSUs”) (the “Award”) provided for herein to the Grantee pursuant to the Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of Award.

The Company hereby grants to the Grantee, an aggregate of              RSUs, consisting of Time Vesting RSUs, EBITDA Performance RSUs and TSR Performance RSUs (in each case, as defined below). The EBITDA Performance RSUs and the TSR Performance RSUs (together, the “Performance Vesting RSUs”) are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. The numbers of Performance Vesting RSUs set forth in Section 1(b) and Section 1(c) below are the numbers of RSUs that may be deemed to vest assuming performance at target levels. The number of Performance Vesting RSUs that actually vest may be higher or lower than the number of Performance Vesting RSUs set forth in Section 1(b) and Section 1(c) based on actual performance. Subject to the provisions of this Agreement and the Plan, each vested RSU represents the right to receive one (1) Paired Share. This grant is subject to approval of the Plan by the Company’s stockholders at its 2015 annual meeting on May 21, 2015.

(a)              RSUs shall be subject to time vesting (the “Time Vesting RSUs”) in accordance with the schedule set forth in Section 2(a).

(b)              RSUs shall be subject to performance vesting based on the attainment of the EBITDA targets as set forth in Section 2(b)(i) (the “EBITDA Performance RSUs”).

(c)              RSUs shall be subject to performance vesting based on the attainment of the TSR goals as set forth in Section 2(b)(ii) (the “TSR Performance RSUs”).

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2. Vesting.

Subject to the terms and conditions hereof and the Grantee’s continued employment with the Company or any of its Subsidiaries on each applicable Vesting Date (as defined below), the Grantee shall vest in the RSUs as set forth below. The RSUs shall apply only with respect to a whole number of Paired Shares.

(a) Time-Vesting RSUs. On each of the first, second and third anniversaries of March 12, 2015 (the “Vesting Commencement Date”) (each date, a “Time Vesting Date”) and subject to the Grantee’s continued employment with the Company or any of its Subsidiaries through the applicable Time Vesting Date, a portion of the Time-Based RSUs shall vest and no longer be subject to cancellation pursuant to Section 3 as follows:

Anniversary of Vesting Commencement Date	Percent of Time Vesting RSUs Vesting
First		33 1/3	%
Second		33 1/3	%
Third		33 1/3	%

(b) Performance-Based RSUs.

(i) Performance Vesting (EBITDA). Subject to the Grantee’s continued employment through the applicable EBITDA Vesting Date (as defined below), for each twelve (12)-month period ending December 31, 2015, 2016 and 2017 (each, an “Annual Performance Period”), thirty three and one third percent (33 1/3%) of the EBITDA Performance RSUs will be eligible to vest based on attainment of annual performance measures set forth on Appendix A (with respect to each Annual Performance Period, the “EBITDA Performance Targets”). With respect to each Annual Performance Period, the EBITDA Performance Targets shall include a threshold EBITDA goal (“Threshold EBITDA”), a target EBITDA goal (“Target EBITDA”) and a maximum EBITDA goal (“Maximum EBITDA”). The last day of each Annual Performance Period is hereinafter referred to as an “EBITDA Vesting Date”. Subject to the certification by the Committee of the extent to which the applicable EBITDA Performance Target has been achieved, the number of EBITDA Performance RSUs that vest for the applicable Annual Performance Period shall be equal to the product of (A) thirty-three and one third (33 1/3%) of the EBITDA Performance RSUs and (B) the Vesting Factor (as set forth in the table below).

The “Vesting Factor” shall be determined pursuant to the following table based on the level of attainment of performance for the applicable Annual Performance Period:

LEVEL OF EBITDA ATTAINMENT	VESTING FACTOR
Less than Threshold EBITDA		0	%
Threshold EBITDA		50	%
Target EBITDA		100	%
Maximum EBITDA		200	%

For performance between any of the stated levels, the Vesting Factor will be determined by linear interpolation, except with respect to performance that falls below the Threshold EBITDA.

(ii) Performance Vesting (TSR). On December 31, 2017 (the “TSR Vesting Date”, together with the EBITDA Vesting Dates and the Time Vesting Dates, each a “Vesting Date”), subject to the Grantee’s continued employment with the Company or any of its Subsidiaries through such date, a percentage of the TSR Performance RSUs shall vest and no longer be subject to cancellation pursuant to Section 3 based on the extent to which the TSR target for the period beginning on January 1, 2015 through December 31, 2017 (the “Performance Period”) is attained, as set forth on Appendix B (the cumulative target, the “Three-Year TSR Target”). The vesting of the TSR Performance RSUs shall be subject to the certification by the Committee of the extent to which the Three-Year TSR Target has been achieved.

(c) Change in Control. Notwithstanding Section 2(a) and Section 2(b), all of the Grantee’s outstanding Time Vesting RSUs and Performance Vesting RSUs that are not vested as of the date of a Change in Control shall vest immediately upon such Change in Control.

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3. Effect of Termination of Service.

Except as otherwise provided in this Agreement or as otherwise determined by the Committee, if the Grantee’s employment with the Company and its Subsidiaries and Affiliates Terminates for any reason, all RSUs that are not vested as of the date of such Termination (and the right to any payment in respect of dividends or distributions pursuant to Section 7 with respect to such RSUs) shall be forfeited for no consideration and the Grantee shall have no further rights with respect to such RSUs. Notwithstanding the foregoing:

(a) With respect to EBITDA Performance RSUs, if the Grantee is Terminated following an EBITDA Vesting Date, but before the Committee’s certification of the level attainment of the EBITDA Performance Target, the Grantee shall continue to be entitled to receive any portion of the EBITDA Performance RSUs that vested as of such EBITDA Vesting Date immediately preceding the date of Termination based on the Committee’s determination of the achievement of the applicable performance targets, and such vested EBITDA Performance RSUs shall be settled in accordance with Section 4; and

(b) With respect to TSR Performance RSUs, if the Grantee’s Terminated following the TSR Vesting Date, but before the level of achievement of the Three-Year TSR Target has been certified by the Committee, the Grantee shall continue to be entitled to receive any portion of the TSR Performance RSUs that vested as of the TSR Vesting Date based on the Committee’s determination of the achievement of the Three-Year TSR Target, and such vested TSR Performance RSUs shall be settled in accordance with Section 4.

4. Settlement.

Upon the 15^th day of March in the calendar year (or, in any year when the 15^th of March falls on a non-business day, the business day immediately prior to such date) next following the applicable Vesting Date, each RSU which has vested as of such Vesting Date shall be settled, and in settlement thereof, (i) the Company shall issue to the Grantee one share of common stock of the Company (a “Company Common Share”) and (ii) ESH REIT shall issue to the Grantee one share of Class B stock of ESH Hospitality, Inc. ( “ESH REIT”) (a “Class B REIT Share”), which Company Common Share and Class B REIT Share shall be stapled together as a Paired Share, as described in the Plan.

5. Restrictions on Transfer.

(a) The RSUs subject to this Award may not be sold, transferred, assigned or otherwise disposed of, and may not be pledged or otherwise hypothecated (other than pursuant to a definitive agreement executed by the Company in connection with a Corporate Transaction).

(b) Any Paired Shares received in settlement of the RSUs pursuant to Section 4 shall be subject to (i) any transfer or other restrictions set forth in any agreement with the Company or ESH REIT to which the Grantee is party and (ii) the share ownership guidelines of the Company and ESH REIT.

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6. Rights as Stockholder.

A RSU is not a Paired Share, and thus, the Grantee will have no rights as a stockholder with respect to the RSUs.

7. Dividend Equivalent Rights.

In the event of a dividend or other distribution made in respect of Paired Shares, a Grantee will be entitled to receive, in respect of each RSU underlying the Award, the per Paired Share amount received by other stockholders in respect of a Paired Share in connection with such dividend, provided, however, that any entitlement to or payment of dividends or distributions declared or paid on the Paired Shares shall be owing and paid to the Grantee only at the same time as the RSUs in respect of which such dividends or distributed are settled pursuant to this Agreement.

8. No Right to Continued Employee Status.

Nothing contained in this Agreement shall confer upon the Grantee the right to the continuation of his or her Employee status or to interfere with the right of the Company or any of its Subsidiaries or other Affiliates to terminate the Grantee’s employment.

9. Taxation.

The Grantee understands that when the RSUs are settled in accordance with Section 4, the Grantee will be obligated to recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the Fair Market Value of the Paired Shares as of such date, and the Grantee is responsible for all tax obligations that arise in connection with the RSUs.

The issuance of any Company Common Shares or Class B REIT Shares shall be subject to the Grantee’s satisfaction of all applicable tax withholding obligations in cash or in such other manner as may be approved by the Committee. The Grantee may elect to have the Company and ESH REIT withhold a number of Company Common Shares and Class B REIT Shares, as applicable, together having an aggregate equal to the tax withholding amounts due with respect to settlement of the RSUs. The Company shall have the right to require that the Grantee furnish information deemed necessary by the Company to meet any tax reporting obligation as a condition to issuing and releasing any Paired Shares pursuant to the Award.

10. Delivery of Shares and Restrictive Legend.

(a) Certificates or evidence of book-entry shares representing the Paired Shares issued upon settlement of RSUs pursuant to Section 4 of this Agreement will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the names of the Grantee and the Grantee’s spouse) or to the Grantee’s nominee at such person’s request.

(b) The certificates representing the Paired Shares issued upon settlement of RSUs pursuant to Section 4 shall be subject to such stop transfer orders and other restrictions as set forth in the Company’s certificate of incorporation and ESH REIT’s certificate of incorporation, and as the Committee may deem advisable under the Plan or under applicable state and Federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange unless an exemption to such registration or qualification is available and satisfied. The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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11. Securities Laws.

The obligation of the Company and ESH REIT, as applicable, to issue and deliver the RSUs and any Paired Shares hereunder shall be subject to all applicable laws, rule and regulations, and such approvals by governmental agencies as may be required. The Grantee hereby agrees not to offer, sell or otherwise attempt to dispose of any Paired Shares issued to the Grantee pursuant to this Agreement in any way which would: (x) require the Company or ESH REIT to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any other county) or to amend or supplement any such filing or (y) violate or cause the Company or ESH REIT to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, or any other Federal, state or local law, or the laws of any other country.

12. Modification of the Agreement.

This Agreement may not be modified, amended, terminated and no provision hereof may be waived in whole or in part except by a written agreement signed by the Company, ESH REIT and the Grantee and no modification shall, without the consent of the Grantee, alter to the Grantee’s detriment or impair any rights of the Grantee under this Agreement except to the extent permitted under the Plan.

13. Notices.

Unless otherwise provided herein, any notices or other communication given or made pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly given (i) as of the date delivered, if personally delivered (including receipted courier service) or overnight delivery service, with confirmation of receipt; (ii) on the date the delivering party receives confirmation, if delivered by facsimile to the number indicated or by email to the address indicated or through an electronic administrative system designated by the Company; (iii) one (1) business day after being sent by reputable commercial overnight delivery service courier, with confirmation of receipt; or (iv) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:	11525 N. Community House Road, Suite 100
	Charlotte, North Carolina 28277
	Facsimile: 980.335.3233
	Attn: John R. Dent
If to ESH REIT:	11525 N. Community House Road, Suite 100
	Charlotte, North Carolina 28277
	Facsimile: 980.335.3233
	Attn: John R. Dent

If to the Grantee, at the most recent address, facsimile number or email contained in the Company’s records.

14. Agreement Subject to Plan and Applicable Law.

This Award is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan is attached hereto. Any provision of this Award inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Plan shall control in the event there shall be any conflict between the Plan and this Agreement, and it shall control as to any matters not contained

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in this Agreement. The Committee shall have authority to make constructions of this Agreement, and to correct any defect or supply any omission or reconcile any inconsistency in this Agreement, and to prescribe rules and regulations relating to the administration of this Award and other Awards granted under the Plan.

This Award shall be governed by the laws of the State of Delaware, without regard to the conflicts of law principles thereof, and subject to the exclusive jurisdiction of the courts therein.

15. Headings.

Headings are for convenience only and are not deemed to be part of this Agreement. Unless otherwise indicated, any reference to a Section herein is a reference to a Section of this Agreement.

16. Severability and Reformation.

If any provision of this Agreement shall be determined by a court of law to be unenforceable for any reason, such unenforceability shall not affect the enforceability of any of the remaining provisions hereof; and this Agreement, to the fullest extent lawful, shall be reformed and construed as if such unenforceable provision, or part thereof, had never been contained herein, and such provision or part thereof shall be reformed or construed so that it would be enforceable to the maximum extent legally possible.

17. Clawback. This Award shall be subject to clawback or recapture to the extent required by applicable law.

18. Binding Effect.

This Agreement shall be binding upon the parties hereto, together with their personal executors, administrator, successors, personal representatives, heirs and permitted assigns.

19. Entire Agreement.

This Agreement supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement of the parties with respect to the subject matter hereof, except to the extent that the Plan may be considered to address the subject matter hereof. If there is any conflict between this Agreement and the Plan, then the applicable terms of the Plan shall govern.

20. Waiver.

Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Award as of the date first above written.

EXTENDED STAY AMERICA, INC.

By:

Name:

Title:

GRANTEE

By:

Name:

The terms of this Award and the issuance of the Class B REIT Shares covered by the Award have been approved pursuant to the Amended & Restated ESH Hospitality, Inc. Long-Term Incentive Plan.

ESH HOSPITALITY, INC.

By:

Name:

Title:

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Appendix A

	Period Ended December 31, 2015			Period Ended December 31, 2016		Period Ended December 31, 2017
Threshold EBITDA Target	$	[	]		*		*
Target EBITDA Target	$	[	]		*		*
Maximum EBITDA Target	$	[	]		*		*

* To be determined by the Committee within 90 days of commencement of the applicable Annual Performance Period.

The EBITDA Performance Targets for any Annual Performance Period are subject to such increase or decrease to reflect any of the following:

• costs associated with acquisition/disposition activity;

• charges associated with restructuring activities;

• gain/(loss) on sales of assets;

• financing costs, including debt modification and extinguishment costs;

• impairment charges;

• impact of the adoption of new accounting pronouncements;

• impact of natural disasters; and

• impact resulting from unusual or non-recurring events.

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Appendix B

The peer group companies (“Peer Group Companies”) for the Performance Period are listed below. The list of Peer Group Companies shall automatically be updated to remove any entity which is no longer a publicly traded company, or any entity which has voluntarily or involuntarily filed for bankruptcy.

Peer Group Companies

[            ]

	TSR Performance Ranking (as compared to median TSR of Peer Group Companies)	Percentage of TSR Performance RSUs Earned
Maximum	75th Percentile		150	%
Target	Median		100	%
Threshold	35th Percentile		50	%
	Below 35th Percentile		0	%

For purposes of this Agreement, “TSR” means the average annual percentage return realized by the owner of a Paired Share for each of calendar years 2015, 2016 and 2017. The annual percentage return is equal to the appreciation or depreciation in value of a Paired Share (which is equal to the average of the daily opening and closing value of a Paired Share over the last thirty trading days of the relevant calendar year minus the average of the daily opening and closing value of the stock over the last thirty trading days of the preceding calendar year) plus the dividends paid on such Paired Share during the relevant calendar year, divided by the average of the daily opening and closing value of the Paired Share over the last thirty trading days of the preceding calendar year.

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EX-10.2

Exhibit 10.2

AMENDED & RESTATED

EXTENDED STAY AMERICA, INC.

LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Time-Vesting)

THIS AWARD AGREEMENT (the “Agreement”) is made effective as of [            ], 2015, between Extended Stay America, Inc. (the “Company”), a Delaware corporation, and ____________ (the “Grantee”). Capitalized terms used but not defined in this Agreement shall have the meaning attributed to such terms under the Plan.

WHEREAS, the Company desires to grant the restricted stock units (the “RSUs”) (the “Award”) provided for herein to the Grantee pursuant to the Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of Award.

The Company hereby grants to the Grantee, __________ RSUs subject to time vesting. Subject to the provisions of this Agreement and the Plan, each vested RSU represents the right to receive one (1) Paired Share. The RSUs shall apply only with respect to a whole number of Paired Shares.

2. Vesting.

(a) On each of the first, second and third anniversaries of [            ] (the “Vesting Commencement Date”) (each date, a “Vesting Date”) and subject to the terms and conditions hereof and the Grantee’s continued employment with the Company or any of its Subsidiaries through the applicable Vesting Date, a portion of the RSUs shall vest and no longer be subject to cancellation pursuant to Section 3 as follows:

Anniversary of Vesting Commencement Date	Percent of RSUs Vesting
First	33 1/3%
Second	33 1/3%
Third	33 1/3%

(b) Change in Control. Notwithstanding Section 2(a), all of the Grantee’s outstanding RSUs that are not vested as of the date of a Change in Control shall vest immediately upon such Change in Control.

3. Effect of Termination of Service.

Except as otherwise provided in this Agreement or as otherwise determined by the Committee, if the Grantee’s employment with the Company and its Subsidiaries and Affiliates Terminates for any reason, all RSUs that are not vested as of the date of such Termination (and the right to any payment in respect of dividends or distributions pursuant to Section 7 with respect to such RSUs) shall be forfeited for no consideration and the Grantee shall have no further rights with respect to such RSUs.

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4. Settlement.

Upon the 15^th day of March in the calendar year (or, in any year when the 15^th of March falls on a non-business day, the business day immediately prior to such date) next following the applicable Vesting Date, each RSU which has vested as of such Vesting Date shall be settled, and in settlement thereof, (i) the Company shall issue to the Grantee one share of common stock of the Company (a “Company Common Share”) and (ii) ESH REIT shall issue to the Grantee one share of Class B stock of ESH Hospitality, Inc. ( “ESH REIT”) (a “Class B REIT Share”), which Company Common Share and Class B REIT Share shall be stapled together as a Paired Share, as described in the Plan.

5. Restrictions on Transfer.

(a) The RSUs subject to this Award may not be sold, transferred, assigned or otherwise disposed of, and may not be pledged or otherwise hypothecated (other than pursuant to a definitive agreement executed by the Company in connection with a Corporate Transaction).

(b) Any Paired Shares received in settlement of the RSUs pursuant to Section 4 shall be subject to (i) any transfer or other restrictions set forth in any agreement with the Company or ESH REIT to which the Grantee is party and (ii) the share ownership guidelines of the Company and ESH REIT.

6. Rights as Stockholder.

A RSU is not a Paired Share, and thus, the Grantee will have no rights as a stockholder with respect to the RSUs.

7. Dividend Equivalent Rights.

In the event of a dividend or other distribution made in respect of Paired Shares, a Grantee will be entitled to receive, in respect of each RSU underlying the Award, the per Paired Share amount received by other stockholders in respect of a Paired Share in connection with such dividend, provided, however, that any entitlement to or payment of dividends or distributions declared or paid on the Paired Shares shall be owing and paid to the Grantee only at the same time as the RSUs in respect of which such dividends or distributed are settled pursuant to this Agreement.

8. No Right to Continued Employee Status.

Nothing contained in this Agreement shall confer upon the Grantee the right to the continuation of his or her Employee status or to interfere with the right of the Company or any of its Subsidiaries or other Affiliates to terminate the Grantee’s employment.

9. Taxation.

The Grantee understands that when the RSUs are settled in accordance with Section 4, the Grantee will be obligated to recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the Fair Market Value of the Paired Shares as of such date, and the Grantee is responsible for all tax obligations that arise in connection with the RSUs.

The issuance of any Company Common Shares or Class B REIT Shares shall be subject to the Grantee’s satisfaction of all applicable tax withholding obligations in cash or in such other manner as may be approved by the Committee. The Grantee may elect to have the Company and ESH REIT withhold a

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number of Company Common Shares and Class B REIT Shares, as applicable, together having an aggregate equal to the tax withholding amounts due with respect to settlement of the RSUs. The Company shall have the right to require that the Grantee furnish information deemed necessary by the Company to meet any tax reporting obligation as a condition to issuing and releasing any Paired Shares pursuant to the Award.

10. Delivery of Shares and Restrictive Legend.

(a) Certificates or evidence of book-entry shares representing the Paired Shares issued upon settlement of RSUs pursuant to Section 4 of this Agreement will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the names of the Grantee and the Grantee’s spouse) or to the Grantee’s nominee at such person’s request.

(b) The certificates representing the Paired Shares issued upon settlement of RSUs pursuant to Section 4 shall be subject to such stop transfer orders and other restrictions as set forth in the Company’s certificate of incorporation and ESH REIT’s certificate of incorporation, and as the Committee may deem advisable under the Plan or under applicable state and Federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange unless an exemption to such registration or qualification is available and satisfied. The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

11. Securities Laws.

The obligation of the Company and ESH REIT, as applicable, to issue and deliver the RSUs and any Paired Shares hereunder shall be subject to all applicable laws, rule and regulations, and such approvals by governmental agencies as may be required. The Grantee hereby agrees not to offer, sell or otherwise attempt to dispose of any Paired Shares issued to the Grantee pursuant to this Agreement in any way which would: (x) require the Company or ESH REIT to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any other county) or to amend or supplement any such filing or (y) violate or cause the Company or ESH REIT to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, or any other Federal, state or local law, or the laws of any other country.

12. Modification of the Agreement.

This Agreement may not be modified, amended, terminated and no provision hereof may be waived in whole or in part except by a written agreement signed by the Company, ESH REIT and the Grantee and no modification shall, without the consent of the Grantee, alter to the Grantee’s detriment or impair any rights of the Grantee under this Agreement except to the extent permitted under the Plan.

13. Notices.

Unless otherwise provided herein, any notices or other communication given or made pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly given (i) as of the date delivered, if personally delivered (including receipted courier service) or overnight delivery service, with confirmation of receipt; (ii) on the date the delivering party receives confirmation, if delivered by facsimile to the number indicated or by email to the address indicated or through an electronic administrative system designated by the Company; (iii) one (1) business day after being sent by reputable commercial overnight delivery service courier, with confirmation of receipt; or (iv) three (3) business

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days after being mailed by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:	11525 N. Community House Road, Suite 100 Charlotte, North Carolina 28277 Facsimile: 980.335.3233 Attn: John R. Dent
If to ESH REIT:	11525 N. Community House Road, Suite 100 Charlotte, North Carolina 28277 Facsimile: 980.335.3233 Attn: John R. Dent

If to the Grantee, at the most recent address, facsimile number or email contained in the Company’s records.

14. Agreement Subject to Plan and Applicable Law.

This Award is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan is attached hereto. Any provision of this Award inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Plan shall control in the event there shall be any conflict between the Plan and this Agreement, and it shall control as to any matters not contained in this Agreement. The Committee shall have authority to make constructions of this Agreement, and to correct any defect or supply any omission or reconcile any inconsistency in this Agreement, and to prescribe rules and regulations relating to the administration of this Award and other Awards granted under the Plan.

This Award shall be governed by the laws of the State of Delaware, without regard to the conflicts of law principles thereof, and subject to the exclusive jurisdiction of the courts therein.

15. Headings.

Headings are for convenience only and are not deemed to be part of this Agreement. Unless otherwise indicated, any reference to a Section herein is a reference to a Section of this Agreement.

16. Severability and Reformation.

If any provision of this Agreement shall be determined by a court of law to be unenforceable for any reason, such unenforceability shall not affect the enforceability of any of the remaining provisions hereof; and this Agreement, to the fullest extent lawful, shall be reformed and construed as if such unenforceable provision, or part thereof, had never been contained herein, and such provision or part thereof shall be reformed or construed so that it would be enforceable to the maximum extent legally possible.

17. Clawback. This Award shall be subject to clawback or recapture to the extent required by applicable law.

18. Binding Effect.

This Agreement shall be binding upon the parties hereto, together with their personal executors, administrator, successors, personal representatives, heirs and permitted assigns.

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19. Entire Agreement.

This Agreement supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement of the parties with respect to the subject matter hereof, except to the extent that the Plan may be considered to address the subject matter hereof. If there is any conflict between this Agreement and the Plan, then the applicable terms of the Plan shall govern.

20. Waiver.

Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Award as of the date first above written.

EXTENDED STAY AMERICA, INC.

By:

Name:

Title:

GRANTEE

By:

Name:

The terms of this Award and the issuance of the

Class B REIT Shares covered by the Award have

been approved pursuant to the Amended & Restated

ESH Hospitality, Inc. Long-Term Incentive Plan.

ESH HOSPITALITY, INC.

By:

Name:

Title:

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