Exhibit 10.4
GLOBAL HYATT
CORPORATION
Non-Employee
Director
Restricted Stock Award
Agreement
Participant:
The following sets forth the terms
of your Global Hyatt Corporation Restricted Stock Award.
AWARD:
Grant Date:
Shares Granted:
The Restricted Stock Award that is
described and made pursuant to this Restricted Stock 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, “ 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 all shares of
Common Stock issued as Restricted Stock 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 Restricted Stock 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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Restricted
Stock, which is the grant of actual shares of Common Stock to the
Participant subject to the vesting and other terms set forth in
this Award Agreement.
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Vesting
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The Restricted
Stock shall be fully vested and non-forfeitable at
grant.
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Voting and Dividend
Rights :
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Subject only to
the terms of the Stockholders’ Agreement, the Participant
shall have all rights and privileges of a stockholder, with respect
to the Restricted Stock.
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Restrictions on Shares;
Stockholder’s Agreement; Lock-Up
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Prior to an
IPO, shares of Restricted Stock (whether or not vested) 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 of
Common Stock, 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 of Common Stock, the Participant shall be
deemed to have agreed that upon request of the Company or the
underwriters managing any underwritten offering of the
Company’s securities, the Participant will (a) not sell, make
any short sale of, loan, grant any option for the purchase of,
otherwise dispose of, hedge or transfer any of the economic
interest in (or agree or commit to do any of the foregoing) any
shares of Common Stock or any other securities of Global Hyatt
Corporation (other than those included in the registration, if any)
held by the Participant without the prior written consent of the
Company or such underwriters, as the case may be, for up to
fourteen (14) days prior to, and, in the case of the
Company’s IPO of equity securities, during the one hundred
eighty (180) day period (or such longer period as may be required
by the Administrator upon the advice of the managing
underwriter(s)) following, the effective date of a registration
statement of the Company filed u
