CorePoint Lodging Inc. Short Term Incentive Plan for Section 16 Officers

Exhibit 10.1

COREPOINT OPERATING PARTNERSHIP L.P.
Section 16 Officer Short Term Incentive Plan

The CorePoint Operating Partnership L.P. Section 16 Officer Short Term Incentive Plan (the “Plan”) is established to align Section 16 Officers (as defined below) with CorePoint Operating Partnership L.P. (the “Company”)’s strategic priorities and activities which maximize the Company’s performance and drive shareholder value by providing an annual cash incentive opportunity to participating employees that may be earned for achievement of short-term financial and strategic goals.  The Plan shall be effective as of the Effective Date.

Except as otherwise provided under the Plan, each Participant is eligible to receive a Cash Bonus Amount under the Plan if such Participant:

Participants in an eligible status who remain active, but change positions during the Performance Period are eligible to earn a pro-rated bonus based upon their period of employment in eligible status during the Performance Period.

The payment with respect to any Cash Bonus Amount under the Plan shall be payable by the Company no later than the Determination Date.  The Cash Bonus Amount will be payable as a lump sum cash amount and shall be subject to reduction for all required federal, state and local taxes and other legally required withholdings.

To the extent a Participant’s employment with the Company is terminated for any reason prior to the Determination Date, other than in connection with, solely to the extent provided in, and as applicable to a Participant, the CorePoint Lodging Inc. Executive Severance Plan, such Participant shall have no rights with respect to any payment or award under the Plan, unless otherwise prohibited by law.

The Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the sole and exclusive discretion of the Administrator without further liability of the Company to any Participant.

EXHIBIT A

Criteria for the Section 16 Officer Short Term Incentive Plan

Performance Period commencing on January 1, 2019 and ending on December 31, 2019

Calculation Method

For the Performance Period, the Performance Metrics include both corporate goals and strategic/individual goals.  Cash Bonus Amounts earned will be based on the percentage attainment of each Performance Metric.

Performance Metrics

The Performance Metrics and weighting are as follows:

Corporate Performance Metric

Exhibit I to this Exhibit A sets forth a model of the calculation of Adjusted AFFO/Share.  For purposes hereof, Adjusted AFFO/Share shall be calculated excluding the impact of any Hotel Sales.  To the extent that the Company’s performance with respect to the Performance Metric falls between two levels set forth on the table above, for performance between “Threshold” and “Target” and for performance between “Target” and “Maximum,” the payout will be interpolated on a straight-line basis.  

Strategic / Individual Goals

For purposes of determining whether any of the “Threshold,” “Target,” or “Maximum” goals above have been met, if (i) the Company has entered into a definitive transaction agreement for a Hotel Sale prior to the end of the Performance Period and (ii)  the applicable deposit made in connection with such Hotel Sale is non‑refundable, the Administrator shall include such Hotel Sale in determining whether such goal has been achieved for the Performance Period.  The Administrator, in its good faith discretion, shall make such adjustments to the applicable “Threshold,” “Target,” or “Maximum” goals in the event of any material changes to strategy or unforeseen circumstances that may occur during the Performance Period.  

Unless otherwise determined by the Administrator in its discretion, (i) in order to receive any portion of the payout related to (A) Adjusted AFFO/Share; or (B) Strategic / Individual Goals, the Company must achieve the stated goals and (ii) in the event that the Company’s performance does not meet the “Threshold” requirements noted above, no Cash Bonus Amount shall be earned for such Performance Metric.  If the Company’s performance for the Performance Period exceeds the “Maximum” for a Performance Metric, such Performance Metric shall be capped at the “Maximum” amount.  In the event that the measurement period is less than the complete year, the Administrator will use a forecast as of the last date of the measurement period to determine the earned Corporate Performance Metric.  The Administrator may, in its discretion, make appropriate adjustments to Performance Metrics or Cash Bonus Amounts paid under the Plan to reflect any unusual or extraordinary items or other changes, including, but not limited to, the disposition of assets and changes in interest rates.

Bonus Calculation Percentage

The following table shows the Bonus Calculation Percentage at the various Section 16 Officer positions.  Each bonus opportunity performance metric above has a specified level of necessary achievement (i.e., Threshold, Target and Maximum) which will determine the actual Bonus Calculation Percentage, and in turn, amounts, if any, earned under the Plan.  The Cash Bonus Amount actually earned will be in the sole and exclusive discretion of the Administrator based on the application of the stated goals.  

Total Bonus Potential