HYATT HOTELS CORPORATION Restricted Stock Award

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.

The number of shares of Restricted Stock that will vest subject to Economic Profit performance, if any, shall be determined as follows:

The “Vested Percentage” is based on achievement with respect to [INSERT PERFORMANCE GOAL] (the “Performance Goal”) over the Performance Period, determined at the end of the Performance Period, in accordance with the following table:

All shares of Restricted Stock that are not vested at the end of the Performance Period shall be forfeited.

[INSERT DEFINITION OF PERFORMANCE GOAL]

Subject to the exceptions below, vested Restricted Stock will be payable only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through the last day of the Performance Period. “Service” for purposes of this Award shall mean employment as an Employee, or service to the Company as a Director or Consultant. Except as provided below, all unvested Restricted Stock will be forfeited and cancelled upon Termination of Service. Notwithstanding the foregoing, the ability to vest in the Restricted Stock will not be forfeited in the following circumstances:

In the event of Termination of Service due to death or Disability (as defined below), the Restricted Stock shall vest as if the Participant remained employed through the last day of the Performance Period. For this purpose “Disability” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability or other accident and health plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.

Notwithstanding the Amended and Restated Retirement Policy Regarding Equity Vesting adopted by Hyatt Hotels Corporation (the “Retirement Policy”), in the event of Retirement (as defined in the Retirement Policy) the number of shares of Restricted Stock that shall be vested at the end of the Performance Period shall be determined on a pro rata basis in an amount equal to the total number of shares of Restricted Stock which would otherwise be vested at the end of the Performance Period multiplied by a fraction the numerator of which is the number of full months elapsed in the Performance Period through the Participant’s date of Retirement and the denominator of which is 36.

As described below, shares of Restricted Stock are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).

In the event of a Change in Control during the Performance Period, the Restricted Stock will be deemed to have been vested at the greater of (a) 50% of the shares of Restricted Stock or (b) the number of shares of Restricted Stock that would be payable based on the actual performance of the Company determined as if the date of the Change in Control was the last day of the Performance Period. Once vested the Restricted Stock will no longer be subject to forfeiture and cancellation under the terms of this Award. Any shares of Restricted Stock that are not vested upon a Change in Control shall be forfeited and cancelled.

Subject only to the terms of this Agreement, the Participant shall have all rights as a stockholder in the shares of Restricted Stock. However, the shares of Restricted Stock shall be held in escrow by the Company, and shall be released from escrow to the account of the Participant only upon vesting.

During the period beginning on the Grant Date and ending on the last day of the Performance Period if the Company pays a cash dividend on its Common Stock, such cash dividend will be held in escrow by the Company and paid to the Participant when, and if, and to the extent that the Restricted Stock becomes vested.

Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon vesting of the Restricted Stock a number of shares of Common Stock having a Share Value equal to the amount sufficient to satisfy the minimum statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings. Notwithstanding anything to the contrary herein, if the tax obligation arises during period in which the Participant is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding shares of Common Stock.

The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.

Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated unless and until the Restricted Stock has vested, and all other terms and conditions set forth herein and in the Plan have been satisfied; provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the Restricted Stock shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.

By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Global Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.

Participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the Restricted Stock is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of Restricted Stock under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of Restricted Stock or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.