Agreement Regarding Transfer Restrictions on Stock Received Under 1996 Chief Executive Stock Incentive Plan – Hilton Hotels Corporation and Stephen F. Bollenbach
This agreement is between Hilton Hotels Corporation and its Chief Executive Officer, Stephen F. Bollenbach. It states that, in exchange for receiving a combination of common stock and cash to cover taxes upon exercising options for 6,000,000 shares, Mr. Bollenbach agrees not to transfer 725,484 shares of common stock he receives as long as he remains CEO. A restrictive legend will be placed on the stock certificates, which will be removed when he is no longer CEO.
Exhibit 10.1
AGREEMENT
HILTON HOTELS CORPORATION
BOARD OF DIRECTORS
In consideration of the election by the Compensation Committee of the Board of Directors pursuant to Section 5(g) of the 1996 Chief Executive Stock Incentive Plan to deliver to me, upon the exercise of options to purchase 6,000,000 shares, a combination of common stock and a cash amount to pay taxes with respect thereto, I hereby agree not to transfer any of the 725,484 shares of common stock (or any interest therein) I receive as a result of such exercise for as long as I remain the Chief Executive Officer of Hilton Hotels Corporation. I further agree that a restrictive legend may be placed on the stock certificate(s) representing such 725,484 shares, provided that such restrictive legend be removed when I cease to be the Chief Executive Officer of Hilton Hotels Corporation.
| Dated: September 10, 2003 |
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| /s/ Stephen F. Bollenbach |
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| Stephen F. Bollenbach | |
