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Exhibit 10.15
Hyatt Hotels
Corporation
Amended and Restated Summary
of Non-Employee Director Compensation (July
2009)
All non-employee Directors of Hyatt
Hotels Corporation (“ HHC ”) will be entitled to
receive the following compensation pursuant to the non-Employee
Director Compensation Program (the “ Program
”):
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I.
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BOARD
RETAINERS AND COMMITTEE FEES:
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Members will be entitled to both
annual retainers for service on the board of directors of HHC (the
“ Board ”) as well as service as members on any
committee of the Board 1 in
the following amounts:
Board Annual Retainers
:
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$50,000 annual cash retainer
(“ Annual Fee ”). The Annual Fee will be paid on
a quarterly basis, if the Director has served the entire fiscal
quarter. Directors will receive a check for $12,500 after the end
of each fiscal quarter, but may elect to receive all or a portion
of the Annual Fee in shares of HHC Common Stock. If shares of HHC
Common Stock are selected, the date of grant will be the last
business day of the fiscal quarter and will be considered delivered
on such date. (“ Restricted Stock ”). The
Restricted Stock will be reflected in the brokerage account
established by HHC for the Director.
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$75,000 payable in the form of
shares of Restricted Stock (“ Annual Equity Retainer
”). The Annual Equity Retainer will be paid on a quarterly
basis, if the Director has served the entire fiscal quarter.
Directors will receive the Annual Equity Retainer equal to the
value of $18,500 in HHC Common Stock at the end of each fiscal
quarter. The number of shares of Restricted Stock issued under the
Annual Equity Retainer for each fiscal quarter grant will be
determined using the price of HHC Common Stock as of the last
business day of the fiscal quarter and will be considered delivered
on such date.
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Newly elected Directors will
receive $75,000 payable in the form of Restricted Stock (“
Initial Equity Retainer ”). The Initial Equity
Retainer will be payable on the date of election or appointment as
a Director equal to the value of $75,000 in HHC Common
Stock. 2
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Committee Retainers
:
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$3,000 annual cash retainer for
members of Committees other than Audit Committee
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1
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Committee
retainers and fees will be paid in cash only and Directors will not
have the right to elect to receive Restricted Stock or RSUs in lieu
of cash. The Committee Retainers will be paid within 30 days of the
HHC annual meeting and will be based on the number of whole fiscal
quarters in which the committee member has served or is expected to
serve for the current fiscal year.
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2
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Note: The deferral feature was
removed in July of 2009 and the payment date for the Initial Equity
Retainer was changed from the 13 th month following date of election or appointment
to the date of election or appointment.
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$9,000 annual cash retainer for
members of Audit Committee.
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Committee Chair
Retainers :
3
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$25,000 annual cash retainer for
Audit Committee Chair.
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$12,000 annual cash retainer for
Compensation Committee Chair.
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$6,000 annual cash retainer for
all other Committee Chairs.
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Committee Meeting Fees (in person
or telephonic) :
4
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$1,200 cash per
meeting.
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II.
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DIRECTORS
DEFERRED COMPENSATION PLAN
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Directors may defer receipt of
all or any portion of their Annual Fee or Annual Equity Retainer
(collectively the “ Retainer ”) pursuant to a
Directors’ Deferred Compen
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