Exhibit 10.14
GLOBAL HYATT
CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS
Effective as of July 1,
2007.
TABLE OF CONTENTS
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Page(s)
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ARTICLE I. DEFINITIONS
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1
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ARTICLE II. ELECTION TO DEFER
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2
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ARTICLE III. DEFERRED COMPENSATION
ACCOUNTS
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3
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ARTICLE IV. PAYMENT OF DEFERRED
COMPENSATION
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5
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ARTICLE V. ADMINISTRATION
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7
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ARTICLE VI. AMENDMENT OF PLAN
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7
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ARTICLE VII. CHANGE OF CONTROL
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8
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ARTICLE VIII. EFFECTIVE DATE
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8
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i
GLOBAL HYATT
CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS
ARTICLE I.
DEFINITIONS
1.1 “Accounts” shall mean collectively
the Director’s Cash Account and Stock Unit
Account.
1.2 “Annual Equity Retainer” shall mean
the Annual Equity Retainer paid to the Director in Common Stock for
serving as a member of the Board.
1.3 “Annual Fee” shall mean the Annual
Equity Retainer paid to the Director in cash for serving as a
member of the Board, but does not include any amounts earned for
attending Committees of the Board or for serving on Committees of
the Board.
1.4 “Board” shall mean the Board of
Directors of Global Hyatt Corporation.
1.5 “Change of Control” – shall
occur if Family Business Units or members of the Pritzker Family
cease to own, directly or indirectly, securities representing
(i) at least twenty (20%) of the total voting power
represented by securities of the Company and (ii) a larger
percentage of the total voting power represented by securities of
the Company than is owned, directly or indirectly, by any other
person or group of related persons, as defined in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as
amended.
1.6 “Common Stock” shall mean the common
stock, $0.01 par value per share of the Company.
1.7 “Company” shall mean Global Hyatt
Corporation and any corporate successors.
1.8 “Code” shall mean the Internal
Revenue Code of 1986, as amended and any successor statute
thereto.
1.9 “Director” shall mean a member of
the Board of Directors of the Company who is not an employee of the
Company or any of its subsidiaries.
1.10 “Effective Date” shall mean
July 1, 2007.
1.11 “Fair Market Value” shall mean
(a) if the Common Stock is not publicly traded on a national
securities exchange or other quotation system, then the fair market
value of the Common Stock as determined by an independent third
party appraisal on the December 31 immediately preceding the
date Fair Market Value is being so determined, or if the Board
determines that subsequent events have materially affected such
value, then as of a date determined by the Board, which appraisal
shall reflect a reasonable valuation of the Company as contemplated
by Treasury Regulation §1.409A-1(b)(5), or (b) if the
Common Stock is publicly traded on a national securities exchange,
the fair market value of the Common Stock shall be the closing
price of the Common Stock regular way, as reported in the Wall
Street Journal for the relevant date, or if the Common Stock is
not traded on such date, the next preceding trading
date.
1.12 “Family Business Units” shall mean
any business entity owned or controlled directly or indirectly by
or for the benefit of members of the Pritzker Family.
1.13 “Initial Equity Retainer” shall mean
the grant of Common Stock deliverable upon election or appointment
to the Board.
1.14 “Plan” shall mean this Deferred
Compensation Plan for Directors as it may be amended from time to
time.
1.15 “Pritzker Family” means all of the
lineal descendants of Nicholas J. Pritzker (deceased) and all of
their respective spouses and former spouses and
children.
1.16 “Year” shall mean calendar
year.
1.17 “Cash Account” shall mean the
account created by the Company pursuant to Article III of this Plan
in accordance with an election by a Director to receive deferred
cash compensation under Article II hereof.
1.18 “Separation from Service” shall mean
termination of service as a Director; provided that the individual
is not or does not as a result thereof become an employee or
maintain an independent contractor relationship with the Company or
any subsidiary. All determinations of whether an individual has had
a Separation from Service shall be made applying the definition
contained in Treasury Regulation §1.409A-1(h).
1.19 “Stock Unit” shall mean one share of
Common Stock.
1.20 “Stock Unit Account” shall mean the
bookkeeping account created by the Company pursuant Article III of
this Plan in accordance with an election by a Director to receive
deferred stock compensation under Article II hereof.
1.21 “He”, “Him” or
“His” shall apply equally to male and female members of
the Board.
ARTICLE II.
ELECTION TO DEFER AND PAYMENT
ELECTIONS
2.1 A Director may elect to defer payment of all or
a specified part of any Annual Fee, Annual Equity Retainer or
Initial Equity Retainer by filing an election with the Company as
follows:
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(a)
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On or before
December 31 of any Year, the Director may elect to defer all
or any part of the Annual Fee or Annual Equity Retainer earned
during the Year following such election and succeeding Years (until
the Director ceases to be a Director).
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2
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(b)
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Any person who
shall become a Director during any Year, and who was not a Director
on the preceding December 31, may elect within thirty days
after the Director’s term begins to defer payment of all or a
specified part of such Annual Fee, Annual Equity Retainer or
Initial Equity Retainer earned during the remainder of such Year
and any Annual Fee or Annual Equity Retainer earned for succeeding
Years. Fees deferred pursuant to this Section shall be paid to the
Director at the time(s) and in the manner specified in Article IV
hereof, in the form of cash or Common Stock, or any combination
thereof, as designated by the Director.
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(c)
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Each Director
on the Effective Date may elect to defer receipt of his Initial
Equity Retainer by filing the election within thirty days of the
Effective Date.
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2.2 Each deferral election shall continue from Year
to Year unless the Director terminates it by written request
delivered to the Secretary of the Company prior to the commencement
of the Year for which the termination is first
effective.
2.3 At the time of deferral, the Director may elect
to have the Annual Fee, Annual Equity Retainer or Initial Equity
Retainer for such year distributed on the earlier of his Separation
from Service or the last business day of March of the fifth Year
following the Year in which such Annual Fee, Annual Equity Retainer
or Initial Equity Retainer would otherwise have been paid, absent
the deferral election (an “ In-Service Distribution
Date ”).
ARTICLE III.
DEFERRED COMPENSATION
ACCOUNTS
3.1 The Company shall maintain separate bookkeeping
accounts for the Annual Fees, Annual Equity Retainer and Initial
Equity Retainer deferred by each Director. The Annual Equity
Retainer and Initial Equity Retainer deferred by a Director shall
be denominated in Stock Units and held in a Stock Unit Account for
the benefit of the Director. The Director may elect at the time of
the deferral to have the Annual Fee denominated in either Stock
Units and credited to the Stock Unit Account, or in cash and
credited to the Cash Account.
3.2 The Company shall credit, on the date the Annual
Fees become payable, to the Cash Account of each Director the
deferred portion of any Annual Fees due to the Director as to which
an election to receive cash has been made. Subject to
Section 3.10, Annual Fees deferred in the form of cash (and
interest thereon) shall be held in the general
