Exhibit 10.5
GLOBAL HYATT
CORPORATION
Special Cash Award
Agreement
Participant:
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The following sets forth the terms
of your Performance Award paid in cash (your “ Special
Cash Award ”).
SPECIAL CASH
AWARD:
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Special Cash Award Granted:
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VESTING SCHEDULE:
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Vesting Schedule:
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Subject to
acceleration in certain circumstances, the Special Cash Award shall
vest and become payable on the following vesting dates:
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• Initial 25% of the Cash
Award on April 1,
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• Additional 25% of the
Cash Award on April 1,
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• Additional 25% of the
Cash Award on April 1,
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• Additional 25% of the
Cash Award on April 1,
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The Performance Award that is
described and made pursuant to this Special Cash Award Agreement
(as amended from time to time, this “ Award Agreement
”) is issued under the Amended and Restated Global Hyatt
Corporation Long-Term Incentive Plan (as amended from time to time,
the “ Plan ”). By your signature on this Award
Agreement:
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you consent to be bound by all of
the terms and conditions of this Award Agreement and the Plan;
and
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you acknowledge that you have
received, read and understood the Plan, and this Award Agreement
and are familiar with the terms and provisions of each.
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The following terms and conditions apply to the
Performance Award granted pursuant to this Award
Agreement.
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Company; Defined
Terms :
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Except as the
context may otherwise require, references to the
“Company” shall be deemed to include its subsidiaries
and affiliates.
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To the extent not defined herein,
capitalized terms shall have the meanings ascribed to them in the
Plan.
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Type of Award
:
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Special Cash
Award.
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The Special Cash Award entitles the
Participant to receive cash from the Company, subject to the
provisions of this Award Agreement and the provisions of the
Plan.
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Vesting
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The Special
Cash Award shall vest and become payable according to the schedule
set forth above. The Special Cash Award will vest on such dates
only if the Participant remains in continuous Service (as defined
below) with the Company from the Grant Date through such vesting
date. “ Service ” for purposes of this Award
Agreement shall mean employment as an Employee, or service to the
Company as a Director or Consultant.
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Except as provided below, any
unvested portion of the Special Cash Award will be forfeited upon
Termination of Service.
Vesting of the Special Cash Award
will accelerate in the following circumstances:
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In the event of Termination of
Service due to death or di
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