Amendment No. 5 to Pebblebrook Hotel Trust 2009 Equity Incentive Plan

Summary

Pebblebrook Hotel Trust has amended its 2009 Equity Incentive Plan, increasing the maximum number of shares that can be issued under the plan from 5,347,625 to 8,347,625. The amendment also extends the period during which awards can be granted under the plan from June 30, 2026, to June 30, 2036. This amendment was adopted by the Board of Trustees and will take effect upon approval by the company's shareholders.

EX-10.1 2 a052325shareholdermtg-ex101.htm EX-10.1 Document

Exhibit 10.1

PEBBLEBROOK HOTEL TRUST

AMENDMENT NO. 5 TO THE
PEBBLEBROOK HOTEL TRUST 2009 EQUITY INCENTIVE PLAN,
AS AMENDED AND RESTATED EFFECTIVE JULY 10, 2012

This Amendment No. 5 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (the “Amendment”), is adopted by the Board of Trustees of Pebblebrook Hotel Trust (the “Company”) on March 28, 2025, to become effective immediately upon approval of the Amendment by the Company’s shareholders.

1. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Plan.

2. Section 5.02(a) of the Plan is hereby modified as follows:

“The maximum aggregate number of Common Shares that may be issued under this Plan pursuant to the exercise of Options and SARs, the grant of Share Awards or Other Equity-Based Awards and the settlement of Performance Units and Incentive Awards is 5,347,6258,347,625 Common Shares. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued under this Plan on a one-for-one basis, i.e., each such unit shall be treated as an award of Common Shares.”

3. The first sentence of Article XVII of the Plan is hereby modified as follows:

“No Share Award, Performance Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan after June 30, 2026June 30, 2036.”