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 7, 2006
FelCor Lodging Trust Incorporated
(Exact name of registrant as specified in its charter)
Maryland	001-14236		75-2541756
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
545 E. John Carpenter Frwy., Suite 1300 Irving, Texas			75062
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code			(972) 444-4900
(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 (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))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On February 7, 2006, FelCor Lodging Trust Incorporated (the “Company”) entered into an employment agreement with Thomas J. Corcoran, Jr. in connection with Mr. Corcoran’s appointment as Chairman of the Board of Directors of the Company, as described in Item 5.02 below. The employment agreement is for a five-year term, with automatic renewals thereafter for terms of one year each, subject to termination upon prior notice by either party. Under the agreement, Mr. Corcoran will receive an annual base salary, for the initial year of the term, of no less than $473,434.00, and for each subsequent year (including any renewal periods), no less than $362,250.00. During the first year of the agreement, Mr. Corcoran’s duties will include assisting the full transition of his prior chief executive duties to the new President and Chief Executive Officer, and thereafter, his duties will be reduced to those traditionally associated with a Chairman of the Board. Mr. Corcoran also will be eligible to receive a cash bonus, subject to satisfaction of performance standards as determined by the Compensation Committee. In the first two years of the term, the bonus amount will be based on certain threshold levels of achievement ranging from 20% of base salary to 80% of base salary. After the first two years, the cash bonus amount, if any, will be subject to determination by the Compensation Committee. In addition, Mr. Corcoran will be eligible to receive a bonus in the form of grants of restricted stock with a value equal to no less than 200% of base salary during the first year of the term, and 100% of base salary in the second year of the term. The restricted stock will be subject to time-based and, with respect to some of the shares, additional performance-based vesting criteria, as determined by the Compensation Committee. After the first two years, the restricted stock bonus amount, if any, will be subject to determination by the Compensation Committee. The agreement incorporates the terms of the change in control and severance agreement previously entered into between the Company and Mr. Corcoran, which will continue in force. A copy of the employment agreement with Mr. Corcoran has been filed as exhibit to this Current Report on Form 8-K.

Also on February 7, 2006, the Company entered into an employment agreement with Richard A. Smith in connection with Mr. Smith’s appointment as President and Chief Executive Officer, as described in Item 5.02 below. The employment agreement is for a two-year term, with automatic renewals thereafter for terms of one year each, subject to termination upon prior notice by either party. Under the agreement, Mr. Smith will receive an annual base salary of no less than $500,000.00, subject to adjustment each year. He will also be eligible to receive a cash bonus, subject to the satisfaction of performance standards as determined by the Compensation Committee. The cash bonus amount will be based on certain threshold levels of achievement ranging from 20% of base salary to 80% of base salary. In addition, Mr. Smith will be eligible to receive a bonus in the form of grants of restricted stock with a value equal to no less than 200% of base salary during the first two years of the term, and for each subsequent year of the term as determined by the Compensation Committee. The restricted stock will be subject to time-based and, with respect to some of the shares, additional performance-based vesting criteria, as determined by the Compensation Committee. In addition, upon signing the employment agreement, the Company issued to Mr. Smith 50,000 shares of restricted stock of the Company, vesting in four equal installments of 12,500 shares on January 1 of each year beginning January 1, 2007. The agreement incorporates the terms of the change in control and severance agreement previously entered into between the Company and Mr. Smith, which will continue in force. A copy of the employment agreement with Mr. Smith has been filed as exhibit to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

Effective February 7, 2006, the prior employment agreement between the Company and Mr. Thomas J. Corcoran, Jr., dated July 28, 1994, was replaced and superseded by the employment agreement dated February 7, 2005 as described in Item 1.01 above.

Section 5 – Corporate Governance and Management

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

(b) – (d)         Effective February 7, 2006, the Company’s Board of Directors appointed Thomas J. Corcoran, Jr. as Chairman of the Board of Directors. Prior to his appointment, Mr. Corcoran was President and Chief Executive Officer of the Company since its founding in 1994. With the appointment, Mr. Corcoran received a new five-year employment agreement with the Company, as described in Item 1.01 above.

Donald J. McNamara resigned his position as Chairman of the Board effective February 7, 2006, but remains on the Company’s Board of Directors. In addition, Michael D. Rose resigned from the Board of Directors of the Company effective February 7, 2006.

The Board of Directors also appointed Richard A. Smith as President and Chief Executive Officer to succeed Mr. Corcoran in those offices, effective February 7, 2006. Mr. Smith was also appointed to the Board of Directors of the Company to fill the vacancy created by the resignation of Mr. Rose. In connection with his new appointment, Mr. Smith received a two-year employment agreement with the Company, as described in Item 1.01 above. Mr. Smith joined the Company in November 2004, and has served since that date as its Executive Vice President and Chief Financial Officer.

Effective February 7, 2006, Andrew J. Welch was appointed as Executive Vice President and Chief Financial Officer. Mr. Welch was most recently Senior Vice President and Treasurer of the Company. He succeeds Richard A. Smith in those offices.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

Copies of the press releases announcing the management changes are furnished as Exhibits99.1,99.2, and 99.3.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
10.36	Executive Employment Agreement dated February 7, 2006, between the Company and Thomas J. Corcoran, Jr.
10.37	Executive Employment Agreement dated February 7, 2006, between the Company and Richard A. Smith
99.1	Press release issued by the Company on February 7, 2006, announcing the appointment of Thomas A. Corcoran, Jr. as Chairman of the Board.
99.2	Press release issued by the Company on February 7, 2006, announcing the appointment of Richard A. Smith as President and Chief Executive Officer.
99.3	Press release issued by the Company on February 7, 2006, announcing the appointment of Andrew J. Welch as Executive Vice President and Chief Financial Officer

SIGNATURES

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

FELCOR LODGING TRUST INCORPORATED

Date: February 13, 2006	By:	/s/ Lawrence D. Robinson
	Name:		Lawrence D. Robinson
	Title:		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.36	Executive Employment Agreement dated February 7, 2006, between the Company and Thomas J. Corcoran, Jr.
10.37	Executive Employment Agreement dated February 7, 2006, between the Company and Richard A. Smith
99.1	Press release issued by the Company on February 7, 2006, announcing the appointment of Thomas A. Corcoran, Jr. as Chairman of the Board.
99.2	Press release issued by the Company on February 7, 2006, announcing the appointment of Richard A. Smith as President and Chief Executive Officer.
99.3	Press release issued by the Company on February 7, 2006, announcing the appointment of Andrew J. Welch as Executive Vice President and Chief Financial Officer

EX-99

EXHIBIT 99.1

F E L C O R	FelCor Lodging Trust Incorporated 545 E. John Carpenter Freeway, Suite 1300 Irving, Texas 75062-3933 P 972.444.4900 F 972.444.4949 www.felcor.com NYSE: FCH
L O D G I N G
T R U S T

For Immediate Release:

TOM CORCORAN APPOINTED AS CHAIRMAN OF THE BOARD

OF FELCOR LODGING TRUST

IRVING, Texas...February 7, 2006 – FelCor Lodging Trust Incorporated (NYSE: FCH), one of the nation’s largest hotel real estate investment trusts (REITs), today announced that its Board of Directors has appointed Thomas J. Corcoran, Jr., as Chairman of the Board. With this appointment, Mr. Corcoran concurrently received a five-year employment agreement with FelCor. The Company also has announced Donald J. McNamara will resign his position as Chairman but remain on FelCor’s Board of Directors. In addition, Michael D. Rose will resign from the Board of Directors of FelCor effective February 7, 2006.

“I am proud to have led FelCor from its early days to its position today in the industry as one of the nation’s largest REITs. When my partner Hervey Feldman and I started FelCor in the early ‘90s, our vision was to create a company that focused on, and executed, a value-added strategy for our shareholders, employees and hotels. At the same time, we wanted FelCor to be a company that fostered an entrepreneurial spirit, a culture of working together as a family and having fun. I am very pleased at all that we have accomplished over the years,” said Tom Corcoran. “I will always feel a great sense of proprietorship for FelCor and have never been more optimistic about its future.”

Mr. Corcoran co-founded FelCor, Inc. in 1991 with Hervey Feldman, and has served as President and CEO since the Company’s formation. In 1994, FelCor went public with a market capitalization of approximately $120 million as a hotel REIT. In 1996, the Company listed on the New York Stock Exchange as FCH and in 1998, changed its name to FelCor Lodging Trust Incorporated.

During Mr. Corcoran’s tenure as CEO, FelCor grew from six hotels to a nationally-branded portfolio of 117 hotels. From its early days as a “Suite REIT,” comprised of Embassy Suites Hotels^® and Doubletree Guest Suites^® hotels, FelCor’s portfolio has grown to include global brands, including Hilton^®, Sheraton^®, Westin^® and Holiday Inn^®, with a market capitalization of $3.2 billion.

-more-

FelCor Appoints Tom Corcoran Chairman of the Board

February 7, 2006

Page 2

Mr. Corcoran has more than 30 years experience in the hospitality industry. His board appointments include: Board of Trustees for the American Hotel Foundation; Secretary/Treasurer of the American Hotel & Lodging Association (AH&LA); Co-chair of AH&LA’s Industry Real Estate Financing Advisory Council; Chairman of Embassy Suites’ Advisory Council to Hilton Hotels; and Vice Chairman of the Board of the International Association of Holiday Inns.

“This is a very exciting time for our industry. We successfully weathered the impact of

9-11, a three-year period of declining revenues and occupancies, and emerged as not only a survivor, but stronger than ever. The future is very bright,” Mr. Corcoran added.

Mr. Corcoran’s long history of management in the lodging and food service industries began with Brock Hotel Corporation in Topeka, KS. During his 11 years with Brock, Mr. Corcoran’s roles in the company included President and Chief Executive Officer and a member of the board of directors of Chuck E. Cheese Entertainment, Inc.

Mr. Corcoran is a graduate of Washburn University where he received a Juris Doctorate.

FelCor is the nation’s largest owner of full service, all-suite hotels. FelCor’s portfolio is comprised of 117 hotels, located in 28 states and Canada. FelCor owns 64 full service, all-suite hotels, and is the largest owner of Embassy Suites Hotels and Doubletree Guest Suites hotels. FelCor’s hotels are flagged under global brands such as Embassy Suites Hotels, Doubletree, Hilton, Sheraton, Westin and Holiday Inn. FelCor has a current market capitalization of approximately $3.2 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws that are qualified by cautionary statements contained herein and in FelCor’s filings with the Securities and Exchange Commission.

Contact:

Thomas J. Corcoran, Chairman of the Board	(972) 444-4901		tcorcoran@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912		sschafer@felcor.com

###

EX-99

EXHIBIT 99.2

F E L C O R	FelCor Lodging Trust Incorporated 545 E. John Carpenter Freeway, Suite 1300 Irving, Texas 75062-3933 P 972.444.4900 F 972.444.4949 www.felcor.com NYSE: FCH
L O D G I N G
T R U S T

For Immediate Release:

FELCOR APPOINTS RICHARD A. SMITH AS PRESIDENT

AND CHIEF EXECUTIVE OFFICER

IRVING, Texas...February 7, 2006 – FelCor Lodging Trust Incorporated (NYSE: FCH), one of the nation’s largest hotel real estate investment trusts (REITs), today announced that its Board of Directors has appointed Richard A. Smith as President and Chief Executive Officer.

Mr. Smith succeeds Thomas J. Corcoran, Jr., who has served as President and CEO of FelCor since its founding.

“I am extremely pleased that Rick has been promoted to President and CEO of FelCor. Since he first joined FelCor, his leadership has been evident throughout the Company. Rick’s wealth of experience will continue to position FelCor as one of our industry’s leaders,” said Thomas J. Corcoran, Jr., who has become FelCor’s Chairman of the Board.

“Tom’s leadership and vision for FelCor over the last 15 years can be seen throughout our Company. He grew FelCor from a REIT of six hotels and a market capitalization of $120 million in 1994 to a portfolio of 117 hotels with a total market capitalization of $3.2 billion. His leadership has positioned FelCor to be strong and profitable,” said Rick Smith, FelCor’s President and CEO. “I am very honored to be appointed to this role. I look forward to working with Tom to build an even stronger Company as we enter a new era.”

Mr. Smith joined FelCor in November 2004 as Executive Vice President and Chief Financial Officer. Prior to FelCor, Mr. Smith was with Wyndham International as Executive Vice President and Chief Financial Officer. He was responsible for that company’s financial strategy and operations. Mr. Smith joined Wyndham International in September 1999 as Senior Vice President and Treasurer. Mr. Smith also previously worked with Starwood Hotels & Resorts Worldwide, Inc., where he was Vice President of Corporate Finance. Previously, he worked for Atlantic Richfield Company and Coopers & Lybrand.

Mr. Smith also will join the Board of Directors of FelCor.

A certified public accountant, Mr. Smith graduated from the University of Tennessee, where he received a Bachelor of Science degree in Accounting and Business Law.

-more-

FelCor Appoints Richard A. Smith as President and CEO

February 7, 2006

Page 2

FelCor is the nation’s largest owner of full service, all-suite hotels. FelCor’s portfolio is comprised of 117 hotels, located in 28 states and Canada. FelCor owns 64 full service, all-suite hotels, and is the largest owner of Embassy Suites Hotels^® and Doubletree Guest Suites^® hotels. FelCor’s hotels are flagged under global brands such as Embassy Suites Hotels, Doubletree^®, Hilton^®, Sheraton^®, Westin^® and Holiday Inn^®. FelCor has a current market capitalization of approximately $3.2 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws that are qualified by cautionary statements contained herein and in FelCor’s filings with the Securities and Exchange Commission.

Contact:

Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(92) 444-4912		sschafer@felcor.com

###

EX-99

EXHIBIT 99.3

F E L C O R	FelCor Lodging Trust Incorporated 545 E. John Carpenter Freeway, Suite 1300 Irving, Texas 75062-3933 P 972.444.4900 F 972.444.4949 www.felcor.com NYSE: FCH
L O D G I N G
T R U S T

For Immediate Release:

FELCOR LODGING TRUST ANNOUNCES ANDREW J. WELCH AS

CHIEF FINANCIAL OFFICER

IRVING, Texas...February 7, 2006 – FelCor Lodging Trust Incorporated (NYSE: FCH), today announced Andrew J. Welch as Executive Vice President and Chief Financial Officer. He succeeds Richard A. Smith.

“We are extremely pleased to appoint Andy as FelCor’s Chief Financial Officer,” said Richard A. Smith, who has become FelCor’s President and CEO. “His extensive experience in capital markets activity and debt and equity transactions is known throughout the industry and he has a proven track record.”

“I look forward to partnering with Rick and the FelCor management team in my new role. Our Company is well positioned to continue to benefit from strong lodging fundamentals and take advantage of opportunities that become available,” said Mr. Welch.

Mr. Welch was most recently Senior Vice President and Treasurer of FelCor. In his role, he had been responsible for the Company’s corporate finance, capital markets and treasury activities. Since joining FelCor, Mr. Welch has negotiated and closed on more than $6.5 billion in capital raising transactions.

Mr. Welch joined FelCor in 1998, at the time FelCor acquired Bristol Hotel Company. Prior to FelCor, he served as Vice President and Treasurer for Bristol from August 1997. For approximately

13 years prior to joining Bristol, Mr. Welch was responsible for originating investment banking and corporate banking business with Bank of America, N.A. and Citibank, N.A.

Mr. Welch received a Bachelor of Business Administration degree from the University of Kansas and a Master in Business Administration degree from Southern Methodist University. Mr. Welch currently serves on the University of Kansas’ School of Business Board of Advisors.

FelCor is the nation’s largest owner of full service, all-suite hotels. FelCor’s portfolio is comprised of 117 hotels, located in 28 states and Canada. FelCor owns 64 full service, all-suite hotels, and is the largest owner of Embassy Suites Hotels^® and Doubletree Guest Suites^® hotels. FelCor’s hotels are flagged under global brands such as Embassy Suites Hotels, Doubletree^®, Hilton^®, Sheraton^®, Westin^® and Holiday Inn^®. FelCor has a current market capitalization of approximately $3.2 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws that are qualified by cautionary statements contained herein and in FelCor’s filings with the Securities and Exchange Commission.

Contact:

Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(92) 444-4912		sschafer@felcor.com

###

EX-10

EXHIBIT 10.37

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 7th day of February, 2006 between Richard A. Smith (“Executive”) and FelCor Lodging Trust Incorporated (the “Company”), collectively referred to as the “Parties,” with an “Effective Date” of February 1, 2006.

1.      Executive’s Position/Duties. During the Term of this Agreement (as defined below), Executive will be the employed as the President and Chief Executive Officer for the Company, and shall have all of the duties and responsibilities of that position as the Board of Directors of the Company shall from time to time prescribe. During the first year of the Term, Executive shall work closely with the Company’s former President and Chief Executive Officer to assist with the transition of executive responsibilities to Executive, and also shall work closely with the Company’s new Chief Financial Officer (the “CFO”) to assist with the transition of Executive’s former CFO responsibilities to the new CFO. Following such initial year and the full transition of executive and CFO responsibilities, Executive’s responsibilities shall be those customarily associated with a President and Chief Executive Officer. Executive shall be considered a key employee of the Company and shall be entitled to all the Company benefits afforded to key employees. Executive acknowledges he will be placed in a position of special trust with the Company, with access to highly sensitive and valuable trade secrets and other confidential information. Executive agrees to dedicate all of his working time (during normal working hours other than during excused absences such as for illness or vacation), skill and attention to the business of the Company, agrees to remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest to, or damages the reputation of, the Company.

2.      Term. The initial term of this Agreement and of Executive’s Employment shall be for a period of two (2) years from the Effective Date (the “Term”), and, upon expiration of the Term and each renewal period, shall automatically renew for periods of twelve (12) months each, under the provisions contained herein, unless terminated or unless either party shall deliver notice of non-renewal to the other party not less than six (6) months prior to any termination hereunder. As used herein, the phrase “Term” shall mean the initial Term of employment as well as any renewal terms thereof.

3. Compensation and Benefits.

a.    Base Salary. During the Term of this Agreement, the Company shall provide Executive with a base salary equal to no less than five hundred thousand dollars ($500,000.00) per year, paid in accordance with the Company’s normal payroll policies (“Base Salary”). The Base Salary shall be subject to adjustment each year in an amount equal to no less than the average adjustment provided to all other executive management personnel for such year.

b.    Bonuses/Distributions. Each year during the Term of this Agreement, the Company shall provide Executive with a bonus based upon the criteria adopted for such year by the Compensation Committee of the Board of Directors. Each year during the Term of this

EXECUTIVE EMPLOYMENT AGREEMENT-Page 1

agreement, the bonus shall be calculated and paid in a manner consistent with the Company’s bonus program. Such bonus shall include criteria designed to meet three thresholds: base, target and stretch. For the first two years of the Term, the amount of bonus payable to Executive at each threshold shall be equal to no less than twenty percent (20%) of Base Salary at the base level; fifty percent (50%) of Base Salary at the target level; and eighty percent (80%) of Base Salary at the stretch level. For each subsequent year of the Term, the amount of bonus shall be determined annually by the Compensation Committee. Additionally, as determined by the Company, Executive shall be entitled to receive additional bonuses in the form of grants of restricted stock, calculated and paid in a manner consistent with the Company’s restricted stock bonus program. For the first two years of the Term, the value of the restricted stock bonus payable to Executive shall be equal to no less than two hundred percent (200%) of Base Salary. For each subsequent year of the Term, the amount of bonus shall be determined annually by the Compensation Committee. In addition, upon execution of this Agreement by Executive, the Company shall issue to Executive 50,000 shares of common stock of the Company (the “Restricted Stock”). The Restricted Stock shall vest in four equal installments of 12,500 shares each on each of the first, second, third and fourth anniversaries of the Effective Date, conditioned upon the Executive's continuing to be employed by the Company on such dates or as otherwise provided by this Agreement.

c. Benefits. Executive shall be entitled to the following benefits:

(i)	Benefit Plans. Executive shall be entitled to participate in all Company benefit plans, programs and arrangements, including, but not limited to, insurance programs, pension plans, vacation, and sick leave, as afforded other executive management personnel.
(ii)	Attorney’s Fees. Executive shall be entitled to reimbursement for reasonable attorney’s fees incurred by Executive in the review and negotiation of this Agreement, upon submission of documentation evidencing such expenses.

d.    Expenses. The Company shall reimburse Executive for reasonable expenses incurred in the performance of his duties and services hereunder and in furtherance of the business of the Company.

e.    Administrative Assistant and Office Space. During the Term, the Company shall continue to provide Executive with his existing level of support staff and office space at the Company’s corporate offices.

4.      Termination of Employment. Executive’s employment with the Company may be terminated as follows:

a.    Death. In the event of Executive’s death, Executive’s employment will be terminated immediately.

EXECUTIVE EMPLOYMENT AGREEMENT-Page 2

b.    Disability. In the event of Executive’s disability, Executive’s employment will be terminated immediately. For purposes of this Agreement, “disability” shall mean that Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

c.    Termination by the Company for Cause. The Company shall be entitled to terminate Executive’s employment at any time if it has “Cause,” which shall mean: conviction of a felony or willful gross misconduct that results in a material and demonstrable damage to the business or reputation of the Company; willful refusal by Executive to perform his obligations under this Agreement that is not the result of Executive’s death, disability, physical incapacity or Executive’s termination of the Agreement, and that is not corrected within thirty (30) days following written notice thereof to Executive by the Company, such notice to state with specificity the nature of the willful refusal.

d.    Without Cause. Executive may terminate Executive’s employment at any time without cause upon written notice. At any time prior to six (6) months from the expiration of any term of this Agreement, the Company may terminate Executive’s employment without cause upon written notice.

e.    Termination by Executive upon Change in Control. Executive and the Company are parties to that certain Change in Control and Severance Agreement dated as of November 15, 2004 (the “Severance Agreement”) which provides Executive with certain rights upon termination of his employment. The parties hereby acknowledge that the terms and provisions of the Severance Agreement continue in full force and effect and such provisions are hereby incorporated herein and made a part hereof for all purposes. To the extent that any transaction would result in Executive being entitled to exercise rights or receive benefits under either this Agreement or the Severance Agreement, Executive shall be entitled to elect such rights or benefits as Executive shall determine in his discretion, but without duplication.

f.    Termination by Executive for Good Reason. Executive may terminate Executive’s employment at any time upon written notice to the Company of any event constituting “Good Reason” as defined herein.. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to Executive of any duties inconsistent with Executive’s status as a senior executive officer of the Company or any substantial reduction in or restriction upon the nature, status or extent of Executive’s responsibilities or authority; (ii) a reduction by the Company in Executive’s annual base salary, as in effect immediately prior to such reduction, except for across-the-board salary reductions similarly affecting all executives of the Company; and (iii) any circumstance constituting “Good Reason” following a “Change in Control of the Company” as those terms are defined in the Severance Agreement; provided, however, that any such termination shall not be treated as termination for Good Reason unless the Executive shall have delivered a written notice to the Company stating his or her intention to terminate his or her

EXECUTIVE EMPLOYMENT AGREEMENT-Page 3

employment for Good Reason, specifying the factual basis for such termination and affording the Company the opportunity for thirty (30) days thereafter to cure the underlying reason, if any, for such termination.

g.    Termination of Executive’s Authority. Executive agrees and acknowledges that, unless otherwise agreed, as of the Effective Date of his termination hereunder, he will have no power to bind the Company, including, but not limited to, the authority to negotiate or enter into any contract or agreement, write any check, negotiate any instrument, or transfer any funds of or on behalf of the Company, and will have no authority to represent that he has the authority or power to bind the Company. Further, Executive also agrees and acknowledges that as of the effective date of this termination of employment hereunder, he will have no relationship with any parent, subsidiary or other affiliated or related entity of the Company.

5. Compensation and Benefits Upon Termination.

a.    Upon Death or Disability. If Executive’s employment is terminated by reason of death or disability:

(i) Base Salary and Payment Schedule. The Company shall pay Executive (or in the event of Executive’s death, Executive’s beneficiaries or legal representatives) an amount equal to Executive’s Base Salary otherwise payable through the “Remaining Term of this Agreement” (as defined below) in accordance with the payroll policies of the Company. For all purposes of this Section 5, the “Remaining Term of this Agreement” shall mean the balance of the initial Term of this Agreement if the termination occurs during the initial Term, or through the end of any renewal period if the termination occurs after the initial Term, and in either case, if the termination shall occur within six (6) months from the expiration of the initial Term or any renewal term of this Agreement, and notice of non-renewal of the Agreement has not previously been delivered by the Company, the Remaining Term of the Agreement shall include the next following renewal term.

(ii) Equity Vests. In addition, all restrictions shall be removed from the restricted stock grant shares and the vesting and exercise of Executive’s stock options shall be governed by the applicable restricted stock and stock option plan of the Company.

(iii) Medical Benefits. Executive (or Executive’s covered dependents, as applicable) shall be eligible for the benefits described in Section 5.c.(ii) to the same extent as if the Company had terminated Executive’s employment without Cause, or Executive had terminated his employment for Good Reason and lost coverage under the Medical Plans on the last day of the month following the date of his death or Disability.

b.    Termination by the Company for Cause. Upon the termination of Executive’s employment for Cause, the Company will pay to Executive all Base Salary, at the rate then in

EXECUTIVE EMPLOYMENT AGREEMENT-Page 4

effect, through the date of Executive’s termination of active employment. Executive shall be entitled only to the restricted stock grant shares that are free from restrictions as of the date of the termination. All stock options, to the extent not theretofore exercised, shall terminate on the 90^th day following the date of termination of Executive’s services by the Company with Cause.

c.    Termination by the Company without Cause or by Executive for Good Reason. If, during the Term of this Agreement, the Company terminates Executive’s employment without Cause, or Executive terminates his employment for Good Reason, the Company will pay to Executive all compensation under this Agreement, at the rate then in effect, through the date of Executive’s termination, and the following paragraphs (i) through (vii) shall apply:

(i) Base Salary and Payment Schedule. The Company shall pay Executive an amount equal to Executive’s Base Salary otherwise payable through the Remaining Term of this Agreement. Such payment shall be made to Executive in a lump sum on the first day of the seventh (7^th) month following the date of Executive’s termination of employment.

(ii) Equity Vests.     In addition, Executive shall be entitled to receive the portion of Executive’s restricted stock grants that are free from restrictions as of the date of termination and the acceleration and immediate release of all restrictions from any remaining shares of the restricted stock that are subject to restrictions as of the date of termination, and the vested portion of Executive’s stock options, and the acceleration and immediate vesting of any other unvested stock options. Executive shall have two (2) years from the date of such termination without Cause or for Good Reason to exercise all unvested stock options.

(iii) Medical Benefits. Subject only to the approval of insurers (including, without limitation, stop-loss insurance), Executive (and his dependents) shall continue to participate in the medical and dental plans (collectively, “Medical Plan”) for the Remaining Term of this Agreement (“Initial Period”), and at the conclusion of such Initial Period, for the period during which he (or his spouse or dependents) would have had continuation coverage under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Executive had terminated employment and lost coverage under the Medical Plan on the last day of the Initial Period (“Medical Coverage Period”.) As a condition of receiving benefits under the Medical Plan during the Medical Coverage Period, the Executive will be required to pay to the Company one-hundred percent (100%) of the “applicable premium” (as defined in Section 4980B(f)(4)(B) of the Code) with respect to such benefits which are self-insured under the Medical Plan (other insured benefits under the Medical Plan will be provided at no cost to the Executive during the Medical Coverage Period). During the Medical Coverage Period (but not to exceed 24 months after the Initial Period) the Company shall reimburse

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Executive an amount equal to (i) one hundred percent (100%) of the applicable premium on each date that the Executive is required to pay such applicable premium with respect to benefits which are self-insured benefits under the Medical Plan (nothing herein shall prevent the Company and the Executive from simultaneously paying and reimbursing such amount), plus (ii) a “Gross-Up Payment”. The Gross-Up Payment shall be an amount equal to the estimated Federal, state and local tax (including employment taxes) which will be payable by Executive (iii) as a result of the Company’s payment to Executive of the applicable premiums, plus (iv) as a result of the Company’s payment to Executive of the Gross-Up Payment. The Company shall determine such Gross-Up Payment in good faith within one hundred eighty (180) days following Executive’s termination of employment, and shall make the Gross-Up Payment to Executive in a lump sum on the first day of the seventh (7^th) month following the date of Executive’s termination of employment. There shall be a final calculation of the Gross-Up Payment at the end of Medical Coverage Period, and an additional payment made by the Company, or a return of payments by Executive, to reflect the actual Gross-Up Payment for the Medical Coverage Period within thirty (30) days from the end of the Medical Coverage Period.

Notwithstanding anything in this Agreement to the contrary, at such time (if ever) during the Medical Coverage Period as it becomes administratively impracticable for the Company to provide Executive or his dependents with full coverage under the Medical Plan, the Company shall pay Executive an amount equal to (i) the sum of the applicable premiums which would have been charged to Executive during the remainder of Medical Coverage Period with respect to the lost coverage portion of the Medical Plan, plus (ii) the full Gross-Up Payment (to the extent not already paid.), such payment to be made on the later of (iii) the date of the lost coverage, or (ii) the first day of the seventh (7^th) month following the date of Executive’s termination of employment.

(iv) Vacation. Executive shall be entitled to a payment attributable to Base Salary for unused vacation accrued. Such payment shall be made to Executive in a lump sum within 30 days following the date of Executive’s termination of employment.

(v) Obligations of Executive. All obligations relating to agreements of the Executive not to compete with the Company, any affiliate of the Company or the business of the Company and obligations relating to agreements of Executive not to solicit customers of the Company or employees of the Company shall not be affected by Executive’s termination, regardless of the reason.

d. Expiration of Term. Unless Executive’s service is terminated prior to the end of

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the Term, upon expiration of the Term, Executive’s stock options and restricted stock grant shares, shall be treated as follows:

(i) If Executive continues to serve the Company in any capacity following the expiration of the Term, all unvested stock options shall continue to vest and the restrictions shall continue to be removed from the restricted stock grant shares as provided in this Agreement and as pursuant to the applicable restricted stock and stock option plan.

(ii) If Executive ceases to serve the Company in any capacity at any time following expiration of the Term, then, at the time Executive ceases to serve, all unvested stock options shall immediately vest and all restrictions shall be removed from the restricted stock grant shares. In such event, Executive shall be entitled to exercise the stock options at any time prior to the expiration date of the stock option term notwithstanding anything to the contrary in the applicable restricted stock and stock option plan or in this Agreement.

6.      Return of Company Property. Executive acknowledges that all memoranda, notes, correspondence, databases, discs, records, reports, manuals, books, papers, letters, CD Roms, keys, passwords and access codes, client/customer/vendor/supplier profile data, contracts, orders, and lists, software programs, information and records, and other documentation (whether in draft or final form) relating to the Company's business, and any and all other documents containing Confidential Information furnished to Executive by any representative of the Company or otherwise acquired or developed by him in connection with his association with the Company (collectively, “Recipient Materials”) shall at all times be the property of the Company. Within twenty-four (24) hours of the termination of his relationship with the Company, Executive promises to return to the Company any Recipient Materials that are in his possession, custody or control, regardless of whether such Materials are located in Executive’s office, automobile, or home or on Executive’s business or personal computers. Executive also shall authorize and permit the Company to inspect all computer drives used or maintained by Executive during his employment or consulting at the Company and, if necessary, to permit the Company to delete any Recipient Materials or Proprietary Information contained on such drives.

7.      Protective Covenants. Executive agrees that the following covenants are reasonable and necessary agreement for the protection of the business interests covered in the fully enforceable, ancillary agreements set forth in this Agreement:

a.    Definitions. The following capitalized terms used in this Section 7 shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms: “Confidential Information” means any confidential or proprietary information possessed by the Company without limitation, any confidential “know-how,” customer lists, details of client and consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or plans, computer software programs (including object code and source code), data and documentation, data base

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technologies, systems, structures and architectures, inventions and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans, new personnel acquisition plans and any other information that would constitute a trade secret under the common law or statutory law of the State of Texas.

“Person” means any individual or any corporation, partnership, joint venture, association or other entity or enterprise.

“Protected Employees” means employees of the Company or its affiliated companies who are employed by the Company or its affiliated companies at any time within six (6) months prior to the date of termination of Executive for any reason whatsoever or any earlier date (during the Restricted Period) of an alleged breach of the Restrictive Covenants by Executive.

“Restricted Period” means the period of Executive's employment by the Company plus a period extending two (2) years from the date of termination of employment; provided, however, the Restricted Period shall be extended for a period equal to the time during which Executive is in breach of his obligations to the Company under this Section 7.

“Restrictive Covenants” means the restrictive covenants contained in Section 7(b) hereof:

b. Restrictive Covenants.

(i) Restriction on Disclosure and Use of Confidential Information. Executive understands and agrees that the Confidential Information constitutes a valuable asset of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period or thereafter, reveal, divulge or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices,

(ii) Non-solicitation of Protected Employees. Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive's own use or converted by Executive for the

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use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person solicit any Protected Employee to terminate his or her employment with the Company.

(iii) Non-interference with Company Opportunities. Executive understands and agrees that all business opportunities with which he is involved during his employment with the Company constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period or thereafter, Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person, interfere with, solicit, pursue, or in any way make use of any such business opportunities.

c.    Exceptions from Disclosure Restrictions. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

d. Enforcement of the Restrictive Covenants.

(i) Rights and Remedies upon Breach. In the event Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the right and remedy to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The rights referred to herein shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.

(ii) Severability of Covenant. Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in all respects. If any court determines that any Restrictive Covenants, or any part thereof, is invalid

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or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

e.    Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should Executive later challenge any provision as unclear, unenforceable or inapplicable to any competitive activity that Executives intends to engage in, Executive will first notify Company in writing and meet with a Company representative and a neutral mediator (if Company elects to retain one at its expense) to discuss resolution of any disputes between the parties. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Competing Business or engages in other activity that could foreseeably fall within a questioned restriction. The failure to comply with this requirement shall waive Executive’s right to challenge the reasonable scope, clarity, applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if the Early Resolution Conference requirement is complied with even if no agreement is reached in the conference.

8.      Merger or Acquisition Disposition and Assignment. In the event the Company should consolidate, or merge into another entity, or transfer all or substantially all of its assets or operations to another Person, or divide its assets or operations among a number of entities, subject to the rights of Executive under the Severance Agreement, this Agreement shall continue in full force and effect with regard to the surviving entity and may be assigned by the Company if necessary to achieve this purpose. Executive’s obligations under this Agreement are personal in nature and may not be assigned by Executive to another Person.

9.      Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested, or by express mail addressed to the address indicated under the signature block for that party provided below. Either party may designate a different address by providing written notice of a new address to the other party.

10.     Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained herein.

11.     Waiver, Construction and Modification. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. This Agreement may not be modified, altered or amended except by written agreement of all the parties hereto.

12.     Governing Law and Venue. It is the intention of the parties that the laws of the State of Texas should govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto without regard to any contrary

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conflicts of laws principles. It is stipulated that Texas has a compelling state interest in the subject matter of this Agreement, and that Executive has or will have regular contact with Texas in the performance of this Agreement. The agreed upon venue and personal jurisdiction for the parties on any claims or disputes under this Agreement is Dallas County, Texas.

13.     Representation of Executive. Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that would prevent him from accepting, retaining and/or engaging in full employment with the Company, or which Executive could violate in the ordinary course of hisduties for the Company. Further, Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that are inconsistent with those contained in this Agreement, and that he will not use, disclose, or otherwise rely upon any confidential information or trade secrets derived from any previous employment, if Executive has any, in the performance of his duties on behalf of the Company. Further, Executive acknowledges that he has read and is fully familiar with the terms of this Agreement, has had a reasonable opportunity to consider this Agreement and to seek legal counsel, and after such review, Executive stipulates that the promises made by him in this Agreement are not greater than necessary for the protection of the Company’s good will and other legitimate business interests and do not create undue hardship for Executive or the public.

14.     Complete Agreement. This Agreement and the Severance Agreement contain the complete agreement and understanding concerning the employment arrangement between the parties and will supersede all other agreements, understandings or commitments between the parties as to such subject matter. The parties agree that neither of them has made any representations concerning the subject matter of this Agreement except such representations as are specifically set forth herein. The parties agree that, except as specifically contemplated by this Agreement, this Agreement supersedes any other agreement, plan or arrangement that may now exist that may otherwise apply to or include the Executive regarding employment, compensation, bonus, severance or retention benefits, that any such agreements, plans or arrangements are hereby terminated with respect to Executive and that none of the Company nor any affiliate of the Company will have any liability or obligation to Executive, his heirs, successors or beneficiaries with respect to the existence or termination of any such agreements, plans or arrangements, notwithstanding the terms of any of them.

15.     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. It is specifically agreed that upon the occurrence of any of the events specified in Section 4(e), the provisions of this Employment Agreement shall be binding upon and inure to the benefit of and be assumed by any surviving or resulting Person or any such Person to which such assets shall be transferred.

16.     Executive’s Duty of Cooperation. Executive agrees that both prior to and following the termination of his employment hereunder, he will provide all cooperation and/or assistance as is deemed necessary by the Company for any matters, proceedings or issues the Company may face, and will with and assist the Company and its employee in affecting an orderly transition of all functions, duties and responsibilities of Executive to one or more other employees of the Company, as the Company shall reasonably request.

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17.     Effectiveness. This Agreement shall become effective as of the Effective Date upon the later of (i) the execution hereof by all parties and (ii) the approval hereof by the Board of Directors of the Company.

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IN WITNESS WHEREOF, the parties agree to each of the foregoing terms.

EXECUTIVE:

Name:

Address:

THE COMPANY:

FELCOR LODGING TRUST INCORPORATED

By:

Name:

Address:

EXECUTIVE EMPLOYMENT AGREEMENT-Page 13

EX-10

EXHIBIT 10.36

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 7th day of February, 2006 between Thomas J. Corcoran, Jr. (“Executive”) and FelCor Lodging Trust Incorporated (“the Company”), collectively referred to as the “Parties,” with an “Effective Date” of February 1, 2006.

1.      Executive’s Position/Duties. During the Term of this Agreement (as defined below), Executive will be the employed as the Chairman of the Board for the Company, and shall have all of the duties and responsibilities of that position as the Board of Directors of the Company shall from time to time prescribe. During the first year of the Term, Executive shall work closely with the Company’s new President and Chief Executive Officer (“CEO”) to assist with the transition of executive responsibilities to the new CEO. Following such initial year and the full transition of executive responsibilities, Executive’s responsibilities shall be reduced to those customarily associated with a non-executive Chairman of the Board. Nevertheless, for the full Term hereof, Executive shall be considered a key employee of the Company and shall be entitled to all the Company benefits afforded to key employees. Executive acknowledges he will be placed in a position of special trust with the Company, with access to highly sensitive and valuable trade secrets and other confidential information. Executive agrees to remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest to, or damages the reputation of, the Company.

2.      Term. The initial term of this Agreement and of Executive’s Employment shall be for a period of five (5) years from the Effective Date (the “Term”), and, upon expiration of the Term and each renewal period, shall automatically renew for periods of twelve (12) months each, under the provisions contained herein, unless terminated or unless either party shall deliver notice of non-renewal to the other party not less than six (6) months prior to any termination hereunder. As used herein, the phrase “Term” shall mean the initial Term of employment as well as any renewal terms thereof.

3. Compensation and Benefits.

a.    Base Salary. During the Term of this Agreement, the Company shall provide Executive with a base salary as follows: for the initial year of the Term, no less than four hundred seventy three thousand four hundred thirty four dollars ($473,434.00) per year, and for each subsequent year (including any renewal periods), no less than three hundred sixty two thousand two hundred fifty dollars ($362,250.00), in each case, paid in accordance with the Company’s normal payroll policies (“Base Salary”). The Base Salary shall be subject to adjustment each year in an amount equal to no less than the average adjustment provided to all other executive management personnel for such year.

b.    Bonuses/Distributions. For the first two years during the Term of this Agreement, the Company shall provide Executive with a bonus based upon the criteria adopted for each such year by the Compensation Committee of the Board of Directors. Each such year

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during the Term of this agreement, the bonus shall be calculated and paid in a manner consistent with the Company’s bonus program. Such bonus shall include criteria designed to meet three thresholds: base, target and stretch. For the first two years of the Term, the amount of bonus payable to Executive at each threshold shall be equal to no less than twenty percent (20%) of Base Salary at the base level; fifty percent (50%) of Base Salary at the target level; and eighty percent (80%) of Base Salary at the stretch level. For each subsequent year of the Term, the amount of bonus, if any, and the criteria for such bonus shall be determined annually by the Compensation Committee. Additionally, as determined by the Company, for the first two years of the Term, Executive shall be entitled to receive additional bonuses in the form of grants of restricted stock, calculated and paid in a manner consistent with the Company’s restricted stock bonus program. The value of the restricted stock bonus payable to Executive shall be equal to no less than two hundred percent (200%) of Base Salary in the first year of the Term, and one hundred percent (100%) of Base Salary in the second year of the Term. For each subsequent year of the Term, the amount of bonus, if any, shall be determined annually by the Compensation Committee.

c. Benefits. Executive shall be entitled to the following benefits:

(i)	Benefit Plans. Executive shall be entitled to participate in all Company benefit plans, programs and arrangements, including, but not limited to, insurance programs, pension plans, vacation, and sick leave, as afforded other executive management personnel.
(ii)	Country Club Dues. During the Term, the Company shall pay all dues related to Executive’s membership in the Las Colinas Sports Club or other comparable country club selected by Executive.
(iii)	Attorney’s Fees. Executive shall be entitled to reimbursement for reasonable attorney’s fees incurred by Executive in the review and negotiation of this Agreement, upon submission of documentation evidencing such expenses.

d.    Expenses. The Company shall reimburse Executive for reasonable expenses incurred in the performance of his duties and services hereunder and in furtherance of the business of the Company.

e.    Administrative Assistant and Office Space. During the Term, the Company shall continue to provide Executive with his existing level of support staff and office space at the Company’s corporate offices.

4.      Termination of Employment. Executive’s employment with the Company may be terminated as follows:

a.    Death. In the event of Executive’s death, Executive’s employment will be terminated immediately.

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b.    Disability. In the event of Executive’s disability, Executive’s employment will be terminated immediately. For purposes of this Agreement, “disability” shall mean that Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

c.    Termination by the Company for Cause. The Company shall be entitled to terminate Executive’s employment at any time if it has “Cause,” which shall mean: conviction of a felony or willful gross misconduct that results in a material and demonstrable damage to the business or reputation of the Company; willful refusal by Executive to perform his obligations under this Agreement that is not the result of Executive’s death, disability, physical incapacity or Executive’s termination of the Agreement, and that is not corrected within thirty (30) days following written notice thereof to Executive by the Company, such notice to state with specificity the nature of the willful refusal.

d.    Without Cause. Executive may terminate Executive’s employment at any time without cause upon written notice. At any time prior to six (6) months from the expiration of any term of this Agreement, the Company may terminate Executive’s employment without cause upon written notice.

e.    Termination by Executive upon Change in Control. Executive and the Company are parties to that certain Change in Control and Severance Agreement dated as of October 20, 1998 (the “Severance Agreement”) which provides Executive with certain rights upon termination of his employment. The parties hereby acknowledge that the terms and provisions of the Severance Agreement continue in full force and effect and such provisions are hereby incorporated herein and made a part hereof for all purposes. To the extent that any transaction would result in Executive being entitled to exercise rights or receive benefits under either this Agreement or the Severance Agreement, Executive shall be entitled to elect such rights or benefits as Executive shall determine in his discretion, but without duplication.

f.    Termination by Executive for Good Reason. Executive may terminate Executive’s employment at any time upon written notice to the Company of any event constituting “Good Reason” as defined herein.. For purposes of this Agreement, “Good Reason” shall mean (i) the occurrence of a material breach by the Company of any of its obligations under this Agreement, and (ii) any circumstance constituting “Good Reason” following a “Change in Control of the Company” as those terms are defined in the Severance Agreement; provided, however, that any such termination shall not be treated as termination for Good Reason unless the Executive shall have delivered a written notice to the Company stating his or her intention to terminate his or her employment for Good Reason, specifying the factual basis for such termination and affording the Company the opportunity for thirty (30) days thereafter to cure the underlying reason, if any, for such termination.

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g.    Termination of Executive’s Authority. Executive agrees and acknowledges that, unless otherwise agreed, as of the Effective Date of his termination hereunder, he will have no power to bind the Company, including, but not limited to, the authority to negotiate or enter into any contract or agreement, write any check, negotiate any instrument, or transfer any funds of or on behalf of the Company, and will have no authority to represent that he has the authority or power to bind the Company. Further, Executive also agrees and acknowledges that as of the effective date of this termination of employment hereunder, he will have no relationship with any parent, subsidiary or other affiliated or related entity of the Company.

5. Compensation and Benefits Upon Termination.

a.    Upon Death or Disability. If Executive’s employment is terminated by reason of death or disability:

(i)	Base Salary and Payment Schedule. The Company shall pay Executive (or in the event of Executive’s death, Executive’s beneficiaries or legal representatives) an amount equal to Executive’s Base Salary otherwise payable through the “Remaining Term of this Agreement” (as defined below) in accordance with the payroll policies of the Company. For all purposes of this Section 5, the “Remaining Term of this Agreement” shall mean the balance of the initial Term of this Agreement if the termination occurs during the initial Term, or through the end of any renewal period if the termination occurs after the initial Term, and in either case, if the termination shall occur within six (6) months from the expiration of the initial Term or any renewal term of this Agreement, and notice of non-renewal of the Agreement has not previously been delivered by the Company, the Remaining Term of the Agreement shall include the next following renewal term.
(ii)	Equity Vests. In addition, all restrictions shall be removed from the restricted stock grant shares and the vesting and exercise of Executive’s stock options shall be governed by the applicable restricted stock and stock option plan of the Company.
(iii)	Medical Benefits. Executive (or Executive’s covered dependents, as applicable) shall be eligible for the benefits described in Section 5.c.(ii) to the same extent as if the Company had terminated Executive’s employment without Cause, or Executive had terminated his employment for Good Reason and lost coverage under the Medical Plans on the last day of the month following the date of his death or Disability.

b.    Termination by the Company for Cause. Upon the termination of Executive’s employment for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, through the date of Executive’s termination of active employment. Executive shall be entitled only to the restricted stock grant shares that are free from restrictions as of the date of the termination. All stock options, to the extent not theretofore exercised, shall terminate on the 90^th day following the date of termination of Executive’s services by the Company with Cause.

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c.    Termination by the Company without Cause or by Executive for Good Reason. If, during the Term of this Agreement, the Company terminates Executive’s employment without Cause, or Executive terminates his employment for Good Reason, the Company will pay to Executive all compensation under this Agreement, at the rate then in effect, through the date of Executive’s termination, and the following paragraphs (i) through (vii) shall apply:

(i) Base Salary and Payment Schedule. The Company shall pay Executive an amount equal to Executive’s Base Salary otherwise payable through the Remaining Term of this Agreement. Such payment shall be made to Executive in a lump sum on the first day of the seventh (7^th) month following the date of Executive’s termination of employment.

(ii) Equity Vests.     In addition, Executive shall be entitled to receive the portion of Executive’s restricted stock grants that are free from restrictions as of the date of termination and the acceleration and immediate release of all restrictions from any remaining shares of the restricted stock that are subject to restrictions as of the date of termination, and the vested portion of Executive’s stock options, and the acceleration and immediate vesting of any other unvested stock options. Executive shall have two (2) years from the date of such termination without Cause or for Good Reason to exercise all unvested stock options.

(iii) Medical Benefits. Subject only to the approval of insurers (including, without limitation, stop-loss insurance), Executive (and his dependents) shall continue to participate in the medical and dental plans (collectively, “Medical Plan”) for the Remaining Term of this Agreement (“Initial Period”), and at the conclusion of such Initial Period, for the period during which he (or his spouse or dependents) would have had continuation coverage under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Executive had terminated employment and lost coverage under the Medical Plan on the last day of the Initial Period (“Medical Coverage Period”.) As a condition of receiving benefits under the Medical Plan during the Medical Coverage Period, the Executive will be required to pay to the Company one-hundred percent (100%) of the “applicable premium” (as defined in Section 4980B(f)(4)(B) of the Code) with respect to such benefits which are self-insured under the Medical Plan (other insured benefits under the Medical Plan will be provided at no cost to the Executive during the Medical Coverage Period). During the Medical Coverage Period (but not to exceed 24 months after the Initial Period) the Company shall reimburse Executive an amount equal to (i) one hundred percent (100%) of the applicable premium on each date that the Executive is required to pay such applicable premium with respect to benefits which are self-insured benefits under the Medical Plan (nothing herein shall prevent the Company and the Executive from simultaneously paying and reimbursing

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such amount), plus (ii) a “Gross-Up Payment”. The Gross-Up Payment shall be an amount equal to the estimated Federal, state and local tax (including employment taxes) which will be payable by Executive (iii) as a result of the Company’s payment to Executive of the applicable premiums, plus (iv) as a result of the Company’s payment to Executive of the Gross-Up Payment. The Company shall determine such Gross-Up Payment in good faith within one hundred eighty (180) days following Executive’s termination of employment, and shall make the Gross-Up Payment to Executive in a lump sum on the first day of the seventh (7^th) month following the date of Executive’s termination of employment. There shall be a final calculation of the Gross-Up Payment at the end of Medical Coverage Period, and an additional payment made by the Company, or a return of payments by Executive, to reflect the actual Gross-Up Payment for the Medical Coverage Period within thirty (30) days from the end of the Medical Coverage Period.

Notwithstanding anything in this Agreement to the contrary, at such time (if ever) during the Medical Coverage Period as it becomes administratively impracticable for the Company to provide Executive or his dependents with full coverage under the Medical Plan, the Company shall pay Executive an amount equal to (i) the sum of the applicable premiums which would have been charged to Executive during the remainder of Medical Coverage Period with respect to the lost coverage portion of the Medical Plan, plus (ii) the full Gross-Up Payment (to the extent not already paid.), such payment to be made on the later of (iii) the date of the lost coverage, or (ii) the first day of the seventh (7^th) month following the date of Executive’s termination of employment.

(iv) Vacation. Executive shall be entitled to a payment attributable to Base Salary for unused vacation accrued. Such payment shall be made to Executive in a lump sum within 30 days following the date of Executive’s termination of employment.

(v) Obligations of Executive. All obligations relating to agreements of the Executive not to compete with the Company, any affiliate of the Company or the business of the Company and obligations relating to agreements of Executive not to solicit customers of the Company or employees of the Company shall not be affected by Executive’s termination, regardless of the reason.

d.    Expiration of Term. Unless Executive’s service is terminated prior to the end of the Term, upon expiration of the Term, Executive’s stock options and restricted stock grant shares, shall be treated as follows:

(i) If Executive continues to serve the Company in any capacity following the expiration of the Term, all unvested stock options shall continue to vest

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and the restrictions shall continue to be removed from the restricted stock grant shares as provided in this Agreement and as pursuant to the applicable restricted stock and stock option plan.

(ii) If Executive ceases to serve the Company in any capacity at any time following expiration of the Term, then, at the time Executive ceases to serve, all unvested stock options shall immediately vest and all restrictions shall be removed from the restricted stock grant shares. In such event, Executive shall be entitled to exercise the stock options at any time prior to the expiration date of the stock option term notwithstanding anything to the contrary in the applicable restricted stock and stock option plan or in this Agreement.

6.      Return of Company Property. Executive acknowledges that all memoranda, notes, correspondence, databases, discs, records, reports, manuals, books, papers, letters, CD Roms, keys, passwords and access codes, client/customer/vendor/supplier profile data, contracts, orders, and lists, software programs, information and records, and other documentation (whether in draft or final form) relating to the Company's business, and any and all other documents containing Confidential Information furnished to Executive by any representative of the Company or otherwise acquired or developed by him in connection with his association with the Company (collectively, “Recipient Materials”) shall at all times be the property of the Company. Within twenty-four (24) hours of the termination of his relationship with the Company, Executive promises to return to the Company any Recipient Materials that are in his possession, custody or control, regardless of whether such Materials are located in Executive’s office, automobile, or home or on Executive’s business or personal computers. Executive also shall authorize and permit the Company to inspect all computer drives used or maintained by Executive during his employment or consulting at the Company and, if necessary, to permit the Company to delete any Recipient Materials or Proprietary Information contained on such drives.

7.      Protective Covenants. Executive agrees that the following covenants are reasonable and necessary agreement for the protection of the business interests covered in the fully enforceable, ancillary agreements set forth in this Agreement:

a.    Definitions. The following capitalized terms used in this Section 7 shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms: “Confidential Information” means any confidential or proprietary information possessed by the Company without limitation, any confidential “know-how,” customer lists, details of client and consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product development techniques or plans, computer software programs (including object code and source code), data and documentation, data base technologies, systems, structures and architectures, inventions and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans, new personnel acquisition plans and any other information that would constitute a trade secret under the common law or statutory law of the State of Texas.

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“Person” means any individual or any corporation, partnership, joint venture, association or other entity or enterprise.

“Protected Employees” means employees of the Company or its affiliated companies who are employed by the Company or its affiliated companies at any time within six (6) months prior to the date of termination of Executive for any reason whatsoever or any earlier date (during the Restricted Period) of an alleged breach of the Restrictive Covenants by Executive.

“Restricted Period” means the period of Executive's employment by the Company plus a period extending two (2) years from the date of termination of employment; provided, however, the Restricted Period shall be extended for a period equal to the time during which Executive is in breach of his obligations to the Company under this Section 7.

“Restrictive Covenants” means the restrictive covenants contained in Section 7(b) hereof:

b. Restrictive Covenants.

(i) Restriction on Disclosure and Use of Confidential Information. Executive understands and agrees that the Confidential Information constitutes a valuable asset of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period or thereafter, reveal, divulge or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, at any time during the Restricted Period or thereafter, directly or indirectly, use or make use of any Confidential Information in connection with any business activity other than that of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices,

(ii) Non-solicitation of Protected Employees. Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person solicit any Protected Employee to terminate his or her employment with the Company.

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(iii) Non-interference with Company Opportunities. Executive understands and agrees that all business opportunities with which he is involved during his employment with the Company constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive's own use or converted by Executive for the use of any other Person. Accordingly, Executive hereby agrees that during the Restricted Period or thereafter, Executive shall not directly or indirectly on Executive's own behalf or on behalf of any Person, interfere with, solicit, pursue, or in any way make use of any such business opportunities.

c.    Exceptions from Disclosure Restrictions. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

d. Enforcement of the Restrictive Covenants.

(i) Rights and Remedies upon Breach. In the event Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the right and remedy to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The rights referred to herein shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.

(ii) Severability of Covenant. Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in all respects. If any court determines that any Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

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e.    Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should Executive later challenge any provision as unclear, unenforceable or inapplicable to any competitive activity that Executives intends to engage in, Executive will first notify Company in writing and meet with a Company representative and a neutral mediator (if Company elects to retain one at its expense) to discuss resolution of any disputes between the parties. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Competing Business or engages in other activity that could foreseeably fall within a questioned restriction. The failure to comply with this requirement shall waive Executive’s right to challenge the reasonable scope, clarity, applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if the Early Resolution Conference requirement is complied with even if no agreement is reached in the conference.

8.      Merger or Acquisition Disposition and Assignment. In the event the Company should consolidate, or merge into another entity, or transfer all or substantially all of its assets or operations to another Person, or divide its assets or operations among a number of entities, subject to the rights of Executive under the Severance Agreement, this Agreement shall continue in full force and effect with regard to the surviving entity and may be assigned by the Company if necessary to achieve this purpose. Executive’s obligations under this Agreement are personal in nature and may not be assigned by Executive to another Person.

9.      Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in a receptacle maintained by the United States Postal Service for such purpose, postage prepaid, by certified mail, return receipt requested, or by express mail addressed to the address indicated under the signature block for that party provided below. Either party may designate a different address by providing written notice of a new address to the other party.

10.     Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been contained herein.

11.     Waiver, Construction and Modification. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. This Agreement may not be modified, altered or amended except by written agreement of all the parties hereto.

12.     Governing Law and Venue. It is the intention of the parties that the laws of the State of Texas should govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto without regard to any contrary conflicts of laws principles. It is stipulated that Texas has a compelling state interest in the subject matter of this Agreement, and that Executive has or will have regular contact with Texas in the performance of this Agreement. The agreed upon venue and personal jurisdiction for the parties on any claims or disputes under this Agreement is Dallas County, Texas.

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13.     Representation of Executive. Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that would prevent him from accepting, retaining and/or engaging in full employment with the Company, or which Executive could violate in the ordinary course of hisduties for the Company. Further, Executive hereby represents and warrants to the Company that Executive has not previously assumed any obligations that are inconsistent with those contained in this Agreement, and that he will not use, disclose, or otherwise rely upon any confidential information or trade secrets derived from any previous employment, if Executive has any, in the performance of his duties on behalf of the Company. Further, Executive acknowledges that he has read and is fully familiar with the terms of this Agreement, has had a reasonable opportunity to consider this Agreement and to seek legal counsel, and after such review, Executive stipulates that the promises made by him in this Agreement are not greater than necessary for the protection of the Company’s good will and other legitimate business interests and do not create undue hardship for Executive or the public.

14.     Complete Agreement. This Agreement and the Severance Agreement contain the complete agreement and understanding concerning the employment arrangement between the parties and will supersede all other agreements, understandings or commitments between the parties as to such subject matter. The parties agree that neither of them has made any representations concerning the subject matter of this Agreement except such representations as are specifically set forth herein. The parties agree that, except as specifically contemplated by this Agreement, this Agreement supersedes any other agreement, plan or arrangement that may now exist that may otherwise apply to or include the Executive regarding employment, compensation, bonus, severance or retention benefits, that any such agreements, plans or arrangements are hereby terminated with respect to Executive and that none of the Company nor any affiliate of the Company will have any liability or obligation to Executive, his heirs, successors or beneficiaries with respect to the existence or termination of any such agreements, plans or arrangements, notwithstanding the terms of any of them.

15.     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. It is specifically agreed that upon the occurrence of any of the events specified in Section 4(e), the provisions of this Employment Agreement shall be binding upon and inure to the benefit of and be assumed by any surviving or resulting Person or any such Person to which such assets shall be transferred.

16.     Executive’s Duty of Cooperation. Executive agrees that both prior to and following the termination of his employment hereunder, he will provide all cooperation and/or assistance as is deemed necessary by the Company for any matters, proceedings or issues the Company may face, and will with and assist the Company and its employee in affecting an orderly transition of all functions, duties and responsibilities of Executive to one or more other employees of the Company, as the Company shall reasonably request.

17.     Effectiveness. This Agreement shall become effective as of the Effective Date upon the later of (i) the execution hereof by all parties and (ii) the approval hereof by the Board of Directors of the Company.

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IN WITNESS WHEREOF, the parties agree to each of the foregoing terms.

EXECUTIVE:

Name:

Address:

THE COMPANY:

FELCOR LODGING TRUST INCORPORATED

By:

Name:

Address:

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