PARK HOTELS & RESORTS INC. EXECUTIVE LONG-TERM INCENTIVE PROGRAM
(AMENDED AND RESTATED AS OF FEBRUARY 24, 2020)
The Park Hotels & Resorts Executive Long-Term Incentive Program (the LTIP) was adopted by the Committee, effective February 23, 2017, to set forth the terms and conditions of the executive long-term incentive program of the Company, the purpose of which is to incentivize the retention and performance of certain key executives of the Company through annual equity-based awards. All equity-based awards hereunder shall be granted under, and in accordance with, the Companys 2017 Omnibus Incentive Plan (the Incentive Plan) and shall constitute Awards thereunder. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Incentive Plan.
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Administration. The LTIP shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret the LTIP and any awards made under the LTIP, and its interpretations shall be conclusive and binding on all persons.
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Participation. Employees of the Company at the Senior Vice President level and above shall participate in the LTIP unless otherwise determined by (i) the Committee for an employee that would be a Committee Participant (as defined below) or (ii) the Companys Chief Executive Officer (the CEO) for an employee that would be an Other Participant (as defined below). Each participating employee is referred to herein as a Participant.
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Aggregate Target Values. Each fiscal year of the Company, each Participant shall have an aggregate target value (the Aggregate Target Value) for such years awards under the LTIP. Unless otherwise determined by the Committee, for each Participant who is a member of the Companys Executive Committee or an officer who is subject to Section 16 of the Exchange Act (collectively, the Committee Participants), the Aggregate Target Value shall be (i) up to 100% of the Participants annual base salary for Senior Vice Presidents, (ii) up to 275% of the Participants annual base salary for Executive Vice Presidents, or (iii) $5,250,000 or more for the CEO, in each case as determined each year by the Committee. For each Participant who is not a Committee Participant (collectively, the Other Participants), the CEO shall determine the Aggregate Target Value in an amount up to 90% of the Participants annual base salary.
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Annual Equity Grants. Each fiscal year of the Company, with respect to each Participant other than the CEO, (i) 50% of the Participants Aggregate Target Value shall be granted as an annual award (the Annual LTIP RSA Award) in the form of restricted shares of Common Stock with time-based vesting requirements (the LTIP RSAs) and (ii) 50% of the Participants Aggregate Target Value shall be granted as an annual award (the Annual LTIP PSU Award) in the form of restricted stock units with performance-based vesting requirements (the LTIP PSUs). Each fiscal year of the Company, with respect to the CEO, (x) 40% of the CEOs Aggregate Target Value shall be granted as an Annual LTIP RSA Award in the form of LTIP RSAs and (y) 60% of the CEOs Aggregate Target Value shall be granted as an Annual LTIP PSU Award in the form of LTIP PSUs.
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Annual LTIP RSA Award. For each fiscal year of the Company, the Annual LTIP RSA Award with respect to each Participant (i) shall have an actual number of LTIP RSAs equal to the quotient obtained by dividing 50% of such Participants Aggregate Target Value for each Participant other than the CEO (or, in the case of the CEO, 40% of the CEOs Aggregate Target Value) by the closing sales price of the Common Stock reported on the New York Stock Exchange on the applicable Date of Grant, rounded down to the nearest whole share, (ii) shall vest as to one-third of the shares of Common Stock subject to such Annual LTIP RSA Award on each of the first three anniversaries of the Date of Grant, subject to the Participants continued employment with the Company through the applicable vesting date (except as may be otherwise provided in the Award Agreement or the Incentive Plan), and (iii) shall have such other terms and conditions as shall be set forth in the applicable Award Agreement approved by the Committee.