As used herein, the following terms shall have the following meanings:
“Adjusted ROGA Performance” means the straight average of Adjusted ROGA for each year of the Performance Period.
“Adjusted ROGA” means, for each year of the Performance Period, Adjusted EBITDA divided by Average Gross Assets.
“Adjusted EBITDA” means, for each year in the Performance Period, net income attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:
Provision for income taxes
Depreciation and amortization
Equity earnings (losses) from unconsolidated hospitality ventures
Stock-based compensation expense
Gains (losses) on sales of real estate
Other income (loss), net
Amortization of management and franchise agreement intangibles constituting payments to customers
Other revenues and expenses from managed and franchised properties, including revenues and expenses related to reservations, marketing, and technology costs.
Adjusted EBITDA is calculated by adding the Adjusted EBITDA of each of Hyatt’s reportable segments to corporate and other Adjusted EBITDA. For the purposes of this Agreement, net income (loss) attributable to Hyatt Hotels Corporation will be calculated in accordance with accounting principles generally accepted in the United States (US GAAP) as in effect on the Date of Grant.
“Average Gross Assets” means the average of the year-end prior year and year-end current year:
Total assets; plus
Accumulated Depreciation of Property & Equipment.
“Managed & Franchised Adjusted EBITDA” means, with respect to each fiscal year in the Performance Period, the sum of Adjusted EBITDA for the three management and franchising segments (Americas + ASPAC + EAME/SWAsia).
“Peer Group Companies” means, for the Performance Period, Hilton Hotels Corporation, Marriott International, Inc., InterContinental Hotels Group PLC, Host Hotels & Resorts, Inc., Sunstone Hotel Investors, Inc., and Park Hotels & Resorts Inc.
“Performance Goals” means (1) Adjusted ROGA Performance, (2) Managed and Franchised EBITDA Performance, and (3) Relative TSR Rank.
“Relative TSR Rank” means, the rank order (including Hyatt) of the 20-trading day average stock price prior to the beginning of the Performance Period, compared with last 20-trading day average, with dividends re-invested of each Peer Group Company over the Performance Period.