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): July 1, 2005
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
|
Maryland
|
001-14765
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251811499
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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510
Walnut Street, 9th
Floor
Philadelphia,
Pennsylvania 19106
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (215)
238-1046
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 Instructions A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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Effective
July 1, 2005, Hersha entered into a Change of Control Agreement (the
“Agreement”) with Michael R. Gillespie, Hersha’s newly appointed Chief
Accounting Officer. The following brief description of the material terms
of the
Agreement is qualified in its entirety by reference to the full text of the
Agreement which is attached hereto as Exhibit
10.1.
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·
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Hersha
shall pay Mr. Gillespie an initial annual base salary of
$140,000;
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·
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In
the event of a Change of Control (as defined in the Agreement),
during the
first year of employment, and a subsequent Termination Without
Cause (as
defined in the Agreement), Hersha shall pay Mr. Gillespie his
pro-rata
annual salary, bonus and health insurance benefits for a period
of three
months following the termination.
|
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·
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In
the event of a Change of Control (as defined in the Agreement),
during the
second or third year of employment, and a subsequent Termination
Without
Cause (as defined in the Agreement), Hersha shall pay Mr. Gillespie
his
pro-rata annual salary, bonus and health insurance benefits for
a period
of six months following the termination.
|
|
·
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In
the event of a Change of Control (as defined in the Agreement),
and
subsequent Termination Without Cause (as defined in the Agreement),
Hersha
shall fully vest Mr. Gillespie’s share awards and stock options,
regardless of any vesting
schedule.
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Item
9.01
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Financial
Statements and Exhibits
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(c)
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Exhibits.
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Change
of Control Agreement, dated July 1, 2005, by and between Hersha
Hospitality Trust and Michael R.
Gillespie.
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SIGNATURE
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 thereunto
duly authorized.
| HERSHA HOSPITALITY TRUST | ||
| |
|
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| Date: July 5, 2005 | By: | /s/Ashish R. Parikh |
| Ashish R. Parikh | ||
| Chief Financial Officer | ||