Employment Agreement

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 10th day of November, 2026, by and among BHR Luxury Hotels Management, LLC, a Texas limited liability company (the “Company”), Braemar Hotels & Resorts Inc., a Maryland corporation (“Parent”), and Justin R. Coe (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

**A.            **The Company desires to offer the Executive the benefits set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement.

B.           The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement.

C.           This Agreement shall govern the employment relationship between the Executive and the Company and all of its Affiliates effective as of the Effective Date (as defined below), and supersedes and negates any previous agreements with respect to such relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

(a)           The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations. Any Prior-Year Bonus that becomes payable will be paid when the Incentive Bonus for active employees is scheduled to be paid, in accordance with Section 3.2.

(b)           If the Executive’s employment with the Company terminates during the Period of Employment as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability), a resignation by the Executive for Good Reason, or the Company’s notice not to renew this Agreement and to terminate the Period of Employment, the Executive shall be entitled to the following benefits:

(i)             The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to the sum of two (2) times (the "Severance Multiple"): (A) the Executive's Base Salary at the annualized rate in effect on the Severance Date; and (B) the average Incentive Bonus received by the Executive for the three (3) completed calendar years preceding the Severance Date (or the number of completed calendar years the Executive has been employed by the Company on the Severance Date, if such number is fewer than three (3) years), provided, that if the Executive's Severance Date occurs prior to the first (1st) anniversary of the Effective Date, such amount shall equal the target Incentive Bonus. Such amount is referred to hereinafter as the "Severance Benefit." Subject to Section 5.7(b), the Company shall pay the Severance Benefit to the Executive in a lump sum payable on (or within ten (10) days following) the effective date of the Executive's Release, provided that if the period to review the Release spans two (2) calendar years, the Severance Benefit shall be paid in the second (later) calendar year.

(ii)           The Company will either: (A) pay for the Executive’s premiums charged to continue healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act or similar state law (“COBRA”), at the same or reasonably equivalent medical, dental, and vision coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; or (B) to the extent COBRA coverage is not available, provide the Executive with a monthly cash payment equal to the cost to continue medical, dental, and vision coverage under COBRA; provided that the Company’s obligation to make any payment pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twenty-fourth (24th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer). To the extent the Executive elects COBRA coverage, the Executive shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. In addition, the Company shall reimburse the Executive for the cost of premiums to continue life insurance and long-term disability coverage as in effect immediately prior to the Severance Date for twenty-four (24) months, payable in monthly installments following the Executive’s Separation from Service.

(iii)           With respect to the fiscal year in which the Severance Date occurs, the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid (but not less than the amount payable at the target level set forth in Section 3.2) to the Executive had the Executive’s employment with the Company not terminated with respect to that fiscal year, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year (the “Pro-Rata Bonus”). Any Pro-Rata Bonus that becomes payable will be paid when the Severance Benefit is paid, in accordance with Section 3.2.

(iv)           The Executive shall become fully vested in any unvested equity awards subject to time-based vesting that are outstanding on the Severance Date, with any awards subject to performance conditions that are in progress as of the Severance Date to vest on a pro-rated basis (based on number of days employed as a percentage of the applicable performance period) at the greater of: (A) the target performance level; or (B) the level otherwise provided in the applicable award agreement based on actual performance.

(c)           If the Executive’s employment with the Company terminates during the Period of Employment due to the Executive’s death or Disability, the Executive shall be entitled to the benefits described in Section 5.3(b) above, except that the Severance Multiple shall be one (1).

(d)           If the Executive’s employment with the Company terminates during the Period of Employment as a result of a resignation by the Executive without Good Reason (which shall include the Executive’s notice not to renew this Agreement and to terminate the Period of Employment), the Executive shall be entitled to the benefits described in Section 5.3(b)(ii) above. In addition, subject to the Executive’s compliance with the Restrictive Covenants described in Sections 6.2, 6.3, and 6.4 below, the Executive shall be entitled to the benefits described in *Section 5.3(b)(i) *above, except that: (A) the Severance Multiple shall be one (1); and (B) such payment will be made in twelve (12) substantially equal monthly installments, with the first installment payable on (or within ten (10) days following) the effective date of the Executive’s Release, provided that if the period to review the Release spans two (2) calendar years, such first installment shall be paid in the second (later) calendar year, and to include any installment that was otherwise delayed following the Executive’s Separation from Service.

(e)           Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches the Executive’s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any Prior-Year Bonus, Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, or the benefits described in Section 5.3(b)(ii) or Section 5.3(d); provided that, if the Executive provides the Release required by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to this Section 5.3 of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release required by Section 5.4.

(f)           The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

(a)           This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or (d) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall provide the Company with a valid, executed general release agreement in substantially the form attached hereto as Exhibit A (the “Release”), and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law).

(b)           The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of the Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation, and to remove himself as a signatory on any accounts maintained by the Company or any of its Affiliates (or any of their respective benefit plans) at the Company’s sole cost and expense.

(c)           In the event that the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

(a)           As used herein, “Accrued Obligations” means:

(i)             any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date;

(ii)            any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date and documented, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time; and

(iii)           any Incentive Bonus that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (the “Prior-Year Bonus”).

(b)           As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

(c)           As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if the Executive is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i)             the conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of a conviction, plea of guilty or nolo contendere arising under a statutory provision imposing criminal liability upon the Executive on a per se basis due to any offices held by the Executive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Chief Executive Officer or the Board);

(ii)            the Executive's willful breach of the Executive's duty of loyalty which is materially detrimental to the Company or any of its Affiliates and which is not cured to the reasonable satisfaction of the Board within thirty (30) days following written warning to the Executive from the Chief Executive Officer or the Board describing the alleged circumstances; provided that if there is an inconsistency in directives given by the Board as compared to a directive from the Company's Chief Executive Officer, the Board directives shall control;

(iii)           gross negligence or willful misconduct in the performance of the Executive's duties (which is not cured by the Executive within thirty (30) days after written warning from the Chief Executive Officer or the Board);

(iv)          the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company or any of its Affiliates, or willful commission of fraud; or

(v)           the Executive's chronic absence from work for reasons other than illness, Disability (as defined below), or business - related travel which is not cured to the reasonable satisfaction of the Chief Executive Officer or the Board within thirty (30) days following written warning to the Executive from the Chief Executive Officer or the Board describing the alleged circumstances.

For purposes of this Section 5.5(c), no act, or failure to act, on the Executive's part will be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company or any of its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, a directive of the Company's Chief Executive Officer, or based upon the advice of outside counsel for the Company or its Affiliates shall be conclusively presumed to have been done, or omitted, by the Executive in good faith and in the best interests of the Company and its Affiliates.

(d)           As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of the Executive’s employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than ninety (90) days in any one hundred eighty (180)-day period, unless a longer period is required by federal or state law, in which case that longer period would apply. The Executive agrees to reasonably cooperate with the Board in making any such determination as to the existence of Disability.

(i)             any diminution in the Executive’s Base Salary or Incentive Bonus (including any reduction to the threshold, target, or maximum Incentive Bonus levels (as set forth in Section 3.2));

(ii)            any diminution, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, title or duties, which shall be determined taking into account that Parent is, as of the Effective Date, a public company and shall specifically include: (A) any requirement to report directly to any individual other than the Chief Executive Officer; and (B) any requirement to report, directly or indirectly, to any executive of any Affiliate that is the parent company of, or otherwise controls, Parent;

(iii)           a material change in the geographic location of the Executive’s principal office with the Company to a location outside the greater Dallas, Texas metropolitan area; or

(iv)          a material breach by the Company of this Agreement or any other material agreement in effect between the Executive and the Company or any of its Affiliates;

provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both: (x) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within thirty (30) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18); and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.

(f)            As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(g)           As used herein, “Restricted Period” means the period beginning on the Effective Date and ending on the first (1st) anniversary of the Executive’s Severance Date.

(h)           As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing Confidential Information only on a need-to-know basis.  The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information.  Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, would cause extensive and immeasurable harm to the Company and to the Company’s competitive position.

The Executive shall not, during the Period of Employment or at any time thereafter, use for personal gain, for the benefit of any third party, or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to the Executive’s employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive of the Executive’s confidentiality obligations hereunder.  Notwithstanding the foregoing, 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 the Executive’s agent; (ii) becomes available to the Executive in a manner that is not in contravention of applicable law or in violation of any confidentiality or similar agreement from a source (other than the Company, its Affiliates, 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 any Affiliate 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, if legally permissible, with prompt notice of such requirement as set forth below in this Section 6.1.

The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted to the Executive.  In the event of the termination of the Executive’s employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7)  days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information.  The Company acknowledges that prior to the Executive’s employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 6.1 are not intended to restrict the Executive’s use of such previously acquired knowledge.

By this Agreement, the Company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, the Executive agrees that: (i) the Executive is being provided with access to and has received and will receive Confidential Information to which the Executive has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company and that the Executive has benefited from such goodwill. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or entity, client and customer goodwill or Confidential Information that was previously received or developed by the Executive while working for the Company or any Affiliate.

Nothing in this Section 6 or elsewhere in this Agreement shall prevent the Executive from: (A) responding to a lawful subpoena; (B) reporting to a government agency; (C) participating in an investigation by a government agency; (D) providing truthful testimony under oath; (E) exercising the Executive’s rights under Section 7 of the National Labor Relations Act; (F) disclosing or discussing information about unlawful acts in the workplace, such as harassment, including sexual harassment, discrimination, or any other conduct that Employee has reason to believe is unlawful; (G) disclosing information about sexual assault or sexual abuse; or (H) complying with any other legal obligation.

Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive: (i) represents that the Executive is familiar with and has carefully considered the Restrictive Covenants; (ii) represents that the Executive is fully aware of the Executive’s obligations hereunder; (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants; (iv) agrees that the Company and its Affiliates currently conduct business throughout the United States and may expand its business outside of the United States; and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit the Executive’s ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but the Executive nevertheless believes that the Executive has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given the Executive’s education, skills and ability), the Executive does not believe would prevent the Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company, Parent, and their respective successors and assigns, and each of Company and Parent shall be liable for the payment of benefits hereunder. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

if to the Company:

if to the Executive, to the address most recently on file in the payroll records of the Company.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date hereof.

EXHIBIT A

RELEASE AND WAIVER

THIS RELEASE AND WAIVER (this "Termination Release") is made and entered into as of the / / day of / /, 20/ / by and among Justin R. Coe (the "Executive"), BHR Luxury Hotels Management, LLC, a Texas limited liability company (the "Company"), and Braemar Hotels & Resorts Inc., a Maryland corporation (the "Parent").

WHEREAS, the Company, the Parent and the Executive entered into an Employment Agreement (the “Agreement”), effective as of November 10, 2026, which provides for payment of the Severance Benefits (as defined below) upon the Executive’s termination of employment in certain circumstances;

WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute and, if applicable, not revoke, a release and waiver in the form set forth in this Termination Release in consideration of the Company’s agreement to provide the Severance Benefits;

WHEREAS, capitalized terms not defined herein shall have the meanings set forth in the Agreement; and

WHEREAS, the Company, the Parent and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company.

NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:

1 Note to Draft: To be finalized dependent on qualifying termination reason.

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[Signature Page Follows]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Termination Release under seal as of the day and year first above written.

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