Hilton Grand Vacations Inc. (NYSE:HGV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Except as described below, all of the foregoing long-term incentive awards will be granted under the 2017 Plan, using the forms of equity award agreements previously filed by the Company or filed herewith. The description of the Performance RSUs above for all named executive officers other than Mr.Mark Wang are qualified in their entirety by reference to the form of the Performance and Service Based Restricted Stock Unit Agreement filed herewith as Exhibit 10.1, and the terms of which are incorporated herein by reference.

Certain New Forms of Equity Award Agreement for Mr.Mark Wang

As previously disclosed by the Company on April17, 2017, the Company and Mr.Wang entered into a Severance Agreement, dated as of April17, 2017 (the “Severance Agreement”), which provides that, in the event of a termination of Mr.Wang’s employment due to a qualifying termination and a change in control (each as defined in the Severance Agreement) has not occurred, (i)any portion of any equity awards granted to Mr.Wang under the 2017 Plan that would have vested within 24 months from the termination date of a qualifying termination, in accordance with the original terms of the existing equity award agreements, will accelerate and vest immediately as of such termination date; and (ii)with respect to any portion of the equity awards granted to Mr.Wang under the 2017 Plan that are stock options and that have vested in accordance with their original terms or in accordance with the terms of clause (i), Mr.Wang shall be entitled to exercise any vested stock options for a period ending on the earlier of (A)the expiration of the original term of such applicable stock option or (B) 24 months from such termination date. The Severance Agreement and the related employment letter agreement entered into at the same time between the Company and Mr.Wang, which employment letter agreement was also previously filed, included a provision that effectively amended the then-existing equity award agreements for Mr.Wang to incorporate the qualifying termination and accelerated vesting provisions described above.

The Compensation Committee has not yet approved the final forms of the Restricted Stock Unit Agreement, Nonqualified Stock Option Agreement and Performance and Service Based Restricted Stock Unit Agreement in connection with the grant and award of Mr.Wang’s Service RSUs, stock options and Performance RSUs as described above, but it is expected that such forms will be substantially similar to the forms of equity award agreements previously approved by the Compensation Committee and filed by the Company, and the form of the Performance and Service Based Restricted Stock Unit Agreement to be used for other named executive officers and filed herewith as Exhibit 10.1, other than a provision that pertains to qualifying termination and accelerated vesting described above.

Hilton Grand Vacations Inc. Exhibit
EX-10.1 2 d535684dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN AWARD NOTICE The Participant has been granted Performance- and Service-Based Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement,…
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About Hilton Grand Vacations Inc. (NYSE:HGV)

Hilton Grand Vacations Inc. is a timeshare company that markets and sells vacation ownership intervals (VOIs), manages resorts in leisure and urban destinations, and operates a points-based vacation club. The Company operates its business across two segments: Real Estate Sales and Financing, and Resort Operations and Club Management. As of September 30, 2016, the Company had 46 resorts, representing 7,592 units, and approximately 265,000 Hilton Grand Vacations Club (the Club) members. Club members can exchange their Club points for stays at any resort or any property in the Hilton system of various brands across over 4,700 properties, as well as various vacation options, such as cruises and guided tours. VOI product allows customers to purchase a lifetime of vacations. The Company offers amenities, such as full kitchens, in-unit washers and dryers, spas and kids’ clubs along with beach-front locations.