Exhibit 10.9
GLOBAL HYATT
CORPORATION
Restricted Stock Unit Award
Agreement
Participant:
The following sets forth the terms
of your Global Hyatt Corporation Restricted Stock Unit (“
RSU ”) Award.
RSU AWARD:
RSUs Granted:
VESTING SCHEDULE:
|
|
|
|
|
|
Grant Date:
|
|
,
2008
|
|
|
|
Vesting Schedule:
|
|
Subject to
acceleration in certain circumstances, the RSUs vest and become
payable on the following vesting dates:
|
|
|
|
|
|
•
|
|
Initial 25% of
the RSUs on April 1, 2009
|
|
|
|
|
|
•
|
|
Additional 25%
of the RSUs on April 1, 2010
|
|
|
|
|
|
•
|
|
Additional 25%
of the RSUs on April 1, 2011
|
|
|
|
|
|
•
|
|
Additional 25%
of the RSUs on April 1, 2012
|
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, “ Plan ”). By your signature on
this Award Agreement:
|
|
•
|
|
you consent to be bound by all of
the terms and conditions of this Award Agreement and the
Plan;
|
|
|
•
|
|
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
|
|
|
•
|
|
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.
|
The following terms and conditions apply to the
RSUs granted pursuant to this Award Agreement.
|
Company; Defined
Terms :
|
Except as the
context may otherwise require, references to the
“Company” shall be deemed to include its subsidiaries
and affiliates.
|
To the extent not defined herein,
capitalized terms shall have the meanings ascribed to them in the
Plan.
|
Type of Award
:
|
Restricted
Stock Units, or “ RSUs ”.
|
An RSU entitles the Participant to
receive an equal number of shares of Common Stock at settlement, as
described below.
|
Vesting
:
|
The RSUs vest
according to the schedule set forth above. RSUs 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.
|
Except as provided below, all
unvested RSUs will be forfeited upon Termination of Service. Once
vested RSUs will become payable and settled by delivery of shares
of Common Stock, as provided below.
Vesting of the RSUs will accelerate
in the following circumstances:
|
|
•
|
|
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 RSUs will vest
in full.
|
|
|
•
|
|
In the event of a Change in
Control vesting of the RSUs will accelerate to the extent provided
in Section 12.2(d) of the Plan.
|
As described below, vested and
unvested RSUs are subject to cancellation and forfeiture in the
event the Participant engages in certain “detrimental
conduct” (as defined below).
|
Settlement and Payment of
RSUs :
|
Once vested,
RSUs shall be settled and shares of Common Stock delivered
immediately following the Delivery Date. For purposes hereof, the
“ Delivery Date ” shall be the earliest
of:
|
|
|
(b)
|
Termination of
Service; provided such Termination of Service is a separation from
service (within meaning of Section 409A of the Code); or
|
2
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.
|
Dividend Equivalent
Rights :
|
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 ”).
Participant’s rights to Dividend Equivalents shall cease upon
forfeiture or payment of the RSUs. The aggregate amount of such
Dividend Equivalents shall be held by the Company, without interest
thereon, and paid to Participant as soon as practicable after the
RSUs to which such Dividend Equivalents relate vest. Any Dividend
Equivalents held by the Company on RSUs which do not vest, shall be
forfeited and retained by the Company. Dividends Equivalents paid
on vested RSUs shall be paid at the same time as the dividends paid
to the holders of Common Stock.
|
|
Restrictions on Shares;
Stockholder’s Agreement; Lock-Up
:
|
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 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 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.
|
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&r
