Exhibit 10.12.2
HILTON HOTELS CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
PERFORMANCE UNIT GRANT
This PERFORMANCE UNIT GRANT (the
“Agreement”), dated as of <date of grant>
(the “Date of Grant”), is delivered by Hilton Hotels
Corporation (“Hilton”) to <name>
.
RECITALS
The Hilton Hotels Corporation 2004
Omnibus Equity Compensation Plan (the “Plan”) provides
for the grant of performance units (“Performance
Units”) that relate to shares of Hilton common stock.
Pursuant to the terms of the Plan, the Compensation Committee of
Hilton’s Board of Directors (the “Committee”) has
decided to grant you Performance Units.
NOW, THEREFORE, the parties to this
Agreement, intending to be legally bound hereby, agree as
follows:
1.
Grant of Performance
Units . Subject to
the terms and conditions set forth in this Agreement and in the
Plan, Hilton hereby grants to you <#units> Performance
Units. The Performance Units are contingently awarded and
will be earned and distributable if and to the extent that the
performance goals and other conditions set forth in this Agreement
are met. Hilton will record the number of Performance Units
credited on your behalf in an Account (as defined below). The
number of Performance Units set forth above is equal to the target
number of shares of Stock that you will earn for 100% achievement
of the Performance Goals described in Section 2 below (the
“Target Award”).
2.
Performance Goals
.
(a)
The distribution of shares of Stock
attributable to your Performance Units is contingent upon
achievement of the performance goal(s) described in the attached
Exhibit A for the Performance Period (as defined below) and
your continuing to be employed by, or providing service to, the
Company (as defined below) through the last day of the Performance
Period.
(b)
The Committee may, but only to the
extent consistent with the requirements of section 162(m) of
the Internal Revenue Code permitting a federal income tax deduction
for Performance Unit grants designated as “qualified
performance-based compensation,” at any time prior to the end
of the Performance Period, change the performance measures or the
performance goals to reflect a change in the corporate structure or
shares of Hilton or a comparison group member company, or any other
change of a significant nature that affects the applicability for
comparison between Hilton and a comparison group used in measuring
performance.
(c)
At the end of the Performance
Period, the Committee will determine whether and to what extent the
performance goals have been met and the number of Performance Units
you have earned, if any. Except as described in
Section 3 below, you must be employed by, or
1
providing service to, the Company on the last
day of the Performance Period in order to earn your Performance
Units, unless the Committee determines otherwise.
3.
Termination of Employment or
Service or Transfer .
(a)
If, at least one year after the
beginning of the Performance Period but prior to the end, you cease
to be employed by, or provide service to, the Company on account of
your Retirement (as defined below), Disability (as defined below)
or death, you will earn a pro-rata portion of your Performance
Units, if the performance goals and the requirements of this
Agreement are met as of the last day of the Performance
Period. The prorated portion will be determined as the number
of Performance Units that would have been earned if you had
remained employed through the last day of the Performance Period
multiplied by a fraction, the numerator of which is the number of
days that you were actively employed by, or provided services to,
the Company during the Performance Period and the denominator of
which is the number of days in the Performance Period.
If you cease to be employed by, or provide service
to, the Company on account of Retirement, Disability or death, the
prorated number of Performance Units will be distributed in
accordance with Section 4.
(b)
If your business unit is transferred
out of the Company, or as a result of a sale or transfer of assets
and, as a consequence, you cease to be employed by or provide
servi
