BOYKIN LODGING CO
EX-10.21 DESCRIPTION OF EMPLOYMENT ARRANGEMENT
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<DESCRIPTION>EX-10.21 DESCRIPTION OF EMPLOYMENT ARRANGEMENT
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<P align="left"><FONT size="2"><B>Exhibit&nbsp;10.21</B>
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<P><FONT size="2">Shereen P. Jones joined the Company to serve as its Executive Vice President,
Chief Financial and Investment Officer on February&nbsp;25, 2002. Ms.&nbsp;Jones&#146; annual
base salary for 2002 is $265,000. Ms.&nbsp;Jones is entitled to an
annual bonus of up
to 82.5% of her annual base salary based upon performance criteria established
by the Board of Directors. Ms.&nbsp;Jones would be entitled to severance in the
amount of two times her then base salary and 50% of her maximum bonus potential
for each of the two years as well as continuation of benefits for up to a two
year period and immediate vesting of all unvested share options and share
grants in the event of a change in control of the Company or if she is
terminated without cause. Ms.&nbsp;Jones is entitled to the use of an automobile,
medical and dental benefits, vacation and sick leave and certain other benefits
available to the Company&#146;s other executive officers. Ms.&nbsp;Jones was granted
options to purchase an aggregate of 250,000 Common Shares under the Company&#146;s
Long-Term Incentive Plan at an exercise price of $8.40. A total of
100,000 of Ms.&nbsp;Jones&#146; options
vest ratably over a three year period commencing with her hire date.
The remaining 150,000&nbsp;options vest only if the Company&#146;s common share price
meets targeted thresholds within four years of her hire date. Upon hiring, Ms.&nbsp;Jones was also granted 15,000
restricted common shares which vest ratably over three years. An additional
5,000 restricted common shares were awarded as a matching grant vesting over
three years as Ms.&nbsp;Jones purchased 5,000 shares upon employment with the
Company. Up to an additional 45,000 restricted common shares may be earned by
Ms.&nbsp;Jones upon the Company&#146;s common share price achieving established
thresholds as mentioned above. In addition, as each threshold is met (three in total), Ms.
Jones has the right to receive a 5,000 restricted common share matching grant
upon her purchase of 5,000 common shares at its current price. The Company also agreed to reimburse Ms.&nbsp;Jones for certain of her relocation
expenses.
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