Exhibit 10.3
GLOBAL HYATT
CORPORATION
Non-Employee
Director
Restricted Stock Unit Award
Agreement
Participant:
The following sets forth the terms
of your Global Hyatt Corporation Restricted Stock Unit (“
RSU ”) Award.
RSU AWARD:
Grant Date:
RSUs Granted:
The Restricted Stock Unit Award that
is described and made pursuant to this Restricted Stock Unit 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, “ LTIP ”) and the Global Hyatt
Corporation Deferred Compensation Plan for Directors (the “
Deferred Compensation 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, the LTIP and the
Deferred Compensation 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 settlement of
the RSU 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 LTIP, this Award Agreement, the
Deferred Compensation Plan 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 RSUs 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
LTIP or the Deferred Compensation Plan.
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Type of Award
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Restricted
Stock Units, or “ RSUs ”.
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An RSU entitles the Participant to
receive an equal number of shares of Common Stock at settlement, as
described below.
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Vesting
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The RSUs are
fully vested and nonforfeitable at all times.
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Settlement and Payment of
RSUs :
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RSUs shall be
settled and shares of Common Stock delivered on [March 31,
2013 or Separation from Service] .
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Settlement will be accomplished
through the issuance of shares of Common Stock to the Participant
equal to the number of RSUs to be settled and paid. 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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Dividend Equivalent
Rights :
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To the extent
that dividends are paid on Common Stock, Participant shall be
entitled to receive with respect to the RSUs, dividend equivalent
amounts equal to the regular cash dividend payable to holders of
Common Stock (to the extent regular quarterly cash dividends are
paid) as if Participant were an actual shareholder with respect to
the number of shares of Common Stock equal to his outstanding RSUs
(the “ Dividend Equivalents ”).
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Restrictions on Shares;
Stockholder’s Agreement; Lock-Up
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Prior to an
IPO, shares of Common Stock issued upon settlement of RSUs will not
be registered under any federal or state securities laws and will
not be readily transferable. As provided in the LTIP 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 upon settlement of RSUs, 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 LTIP or
the Deferred Compensation 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 received upon
settlement of the RSUs 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 underwr
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