Exhibit 10.12
GLOBAL HYATT
CORPORATION
2006 Stock Appreciation Rights
Award Agreement:
Participant:
The following sets forth your 2006
Global Hyatt Corporation Stock Appreciation Rights (“
SAR ”) Award.
STOCK APPRECIATION RIGHTS
AWARD:
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SARs
Granted:
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Base Value
Per Share:
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VESTING SCHEDULE:
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Grant
Date:
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Expiration Date:
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Vesting Schedule:
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Subject to
acceleration in certain circumstances, the SARs vest and become
exercisable on the following vesting dates:
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Initial 25% of the SARs on October 6,
2007
Additional 25% of the SARs on October 6,
2008
Additional 25% of the SARs on October 6,
2009
Additional 25% of the SARs on
October 6, 2010
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The Stock Appreciation Rights Award
that is described and made pursuant to this Stock Appreciation
Award Agreement (as amended from time to time, this “
Award Agreement ”) is issued under the Global Hyatt
Corporation Long-Term Incentive Plan (as amended from time to time,
“ 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 (including the
accompanying Terms of the 2006 Stock Appreciation Rights Awards)
and the Plan,
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without any further action on
your part, you agree to be deemed a party to, a signatory of and
bound by the Global Hyatt Corporation Long-Term Incentive Plan
Stockholders’ Agreement dated as of February 14, 2006
(as amended from time to time, the “ Stockholders’
Agreement ”), and any shares of common stock of Global
Hyatt Corporation issued upon exercise of SARs shall be subject to
the rights and restrictions contained therein, and
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you acknowledge that you have
received, read and understood the Plan, this Award Agreement
(including the accompanying Terms of the 2006 Stock Appreciation
Rights Awards) and the Stockholders’ Agreement, and are
familiar with the terms and provisions of each.
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Signature page
follows.
If a fully-executed copy of this Award Agreement
and attached Spousal Consent/Acknowledgement are not returned to
the Company by 5:00 pm (Central Time) on November 3, 2006, the
grant of SARs hereunder shall be null and void.
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Global
Hyatt Corporation
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Participant:
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By:
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Its:
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Date:
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Spousal
Consent/Acknowledgement
To be signed by Participant
and, if married, by Participant’s
Spouse:
I, the undersigned spouse
(“Spouse”) of the undersigned Participant, hereby
acknowledge that I have received, read and understand the Plan,
this Award Agreement (including the accompanying Terms of the 2006
Stock Appreciation Rights Awards) and the Stockholders’
Agreement, and am familiar with the terms and provisions of each. I
am aware that such documents impose certain restrictions on the
SARs granted to my spouse and on any shares which may be issued
upon the exercise of the SARs. I agree that my spouse’s
interest in the SARs and in any such shares shall be irrevocably
bound by the Plan, the Award Agreement (including the accompanying
Terms of the 2006 Stock Appreciation Rights Awards) and the
Stockholders’ Agreement and further that my community
property interest (if any) shall be similarly bound by such
agreements.
The undersigned Spouse irrevocably
constitutes and appoints my spouse, the undersigned Participant, as
my true and lawful attorney and proxy in my name, place and stead
to sign, make, execute, acknowledge, deliver, file and record all
documents which may be required, and to manage, vote, act and make
all decisions with respect to any and all of the SARs and shares of
Global Hyatt Corporation in which I now have or hereafter acquire
any interest in (including but not limited to the right, without my
further signature, consent or knowledge, to exercise any rights
under or to agree to any amendments or modifications of any of the
above-referenced documents), with all powers I would possess if
personally present, it being expressly understood and intended by
me that the foregoing power of attorney and proxy is coupled with
an interest; and this power of attorney is a durable power of
attorney and will not be affected by my disability, incapacity or
death or dissolution of marriage and this proxy will not terminate
without the consent of the Participant and Global Hyatt
Corporation.
Global Hyatt Corporation is a third
party beneficiary of this Spousal Consent/Acknowledgement and shall
have the right to enforce this Spousal Consent/Acknowledgement as
if it were a signatory and party hereto.
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Signature of
Participant’s Spouse:
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Print Name:
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Signature of
Participant:
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( Initial here:
and sign if
unmarried.)
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