Exhibit 10.13
GLOBAL HYATT
CORPORATION
Stock Appreciation Rights Award
Agreement
Participant:
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The following sets forth the terms
of your 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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subject to earlier termination
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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 April 1,
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Additional 25%
of the SARs on April 1,
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Additional 25%
of the SARs on April 1,
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Additional 25%
of the SARs on April 1,
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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 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;
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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 Amended and Restated Global Hyatt Corporation
Incentive Award Stockholders’ Agreement, dated as of
March 11, 2008 (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 and
the Stockholders’ Agreement, and are familiar with the terms
and provisions of each.
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The following terms and conditions apply to the
Stock Appreciation Rights 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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Stock
appreciation rights, or SARs.
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Exercise of the SARs entitles the
Participant to receive an amount equal to the Spread , if
any, determined at the time of exercise. The “ Spread
” is the difference (but not less than zero) between the
Share Value of a share of Common Stock at the time of exercise and
the SAR’s Base Value multiplied by the number of SARs
exercised. Reference to a “share” or
“shares” is to Common Stock.
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Vesting
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The SARs vest
and become exercisable according to the schedule set forth above.
SARs 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, all
unvested SARs will be forfeited upon Termination of Service and all
vested SARs will remain outstanding, provided that such vested SARs
shall be automatically exercised during the Exercise Window (as
defined below) which immediately follows Termination of
Service.
Vesting of the SARs will accelerate
in the following circumstances:
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In the event of Termination of
Service due to death or disability (as determined by the
Administrator based on eligibility for benefits under the
Company’s long-term disability program), all SARs will vest
in full and shall be automatically exercised during the Exercise
Window (as defined below) which immediately follows Termination of
Service.
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In the event of a Change in
Control, payment or vesting of the SARs will accelerate to the
extent provided in Section 12.2(d) of the Plan.
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As described below, vested and
unvested SARs are subject to cancellation and forfeiture in the
event the Participant engages in certain “detrimental
conduct” (as defined below).
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Exercise; Payment of
the Spread :
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Once vested,
SARs may only be exercised as follows:
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SARs outstanding at the Expiration
Date set forth above shall be treated as exercised on that date and
the Participant shall be entitled to receive an amount equal to the
Spread, if any.
During an “ Exercise
Window ” which shall be:
If prior to an IPO, then the
Exercise Window is a period which will commence on the date the
Share Value is communicated to the Participant and end at 5:00 p.m.
Central time on the forty-fifth (45 th )
day thereafter or if such forty-fifth (45 th )
day is not a day on which the corporate office of the Company
located in Chicago, Illinois is open for business, then the next
business day thereafter, unless otherwise indicated and
communicated by the administrator.
If after an IPO, then the Exercise
Window shall be (i) on any day while the Participant is in the
Service of the Company, (ii) if the Participant’s Service is
terminated for reasons other than death or disability (as
determined by the Administrator based on eligibility for benefits
under the Company’s long-term disability program), the 30 day
period following Termination of Service, or (iii) if the
Participant’s Service is terminated by reason of death or
disability, the one year period following such Termination of
Service; and if following the Participant’s Termination of
Service the SAR is not exercised during the Exercise Windows set
forth in (ii) or (iii) it shall terminate and be
forfeited.
If the Participant elects to
exercise some or all of his or her vested SARs, the Participant may
do so by filing an exercise form during the Exercise Window in
accordance with procedures established by the
Administrator.
Settlement of exercised SARs will
occur as promptly as practicable following the end of the Exercise
Window. Settlement will be accomplished through the issuance of
shares to the Participant having a value (based on the Share Value
determined at the time of exercise) equal to the aggregate amount
of the Spread, if any, applicable to the exercised SARs. The
Administrator may direct that the settlement shall be made in cash.
The issuance of shares or payment of cash will be subject to tax
withholding, as provided below.
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Restrictions on Shares;
Stockholder’s Agreement; Lock-Up
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Prior to an
IPO, shares issued upon settlement of SARs will not be registered
under any federal or state securities laws and will not be readily
transferable. As provided in the Plan and this Award Agreement,
upon the Participant’s execution and delivery of the Award
Agreement and as a condition of receipt of shares upon exercise of
vested SARs, the Participant will be deemed to be a party to, a
signatory of, and bound by the Stockholders’ Agreement, which
contains an acknowledgement of such restrictions and other terms
and conditions attached to share ownership.
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Without limiting any of the rights
of the Company or the Administrator hereunder or under the Plan,
upon receipt of shares, the Participant shall be deemed to
have
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