PLAYA HOTELS Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2017 Annual Equity-Based Awards
As previously disclosed, in March 2017 the Board of Directors
(the Board) of Playa Hotels Resorts N.V. (the Company) approved
the 2017 Omnibus Incentive Plan (the Plan). to the Plan, the
Compensation Committee of the Board may approve annual
equity-based awards, including in the form of restricted shares.
The Board approved the Plan to align the long-term incentive
awards we grant to our employees with competitive practices and
stockholder interests and to support the objectives of long-term
value creation.
On May26, 2017, to the Plan, the Compensation Committee of the
Board approved and authorized annual equity based awards to
Messrs. Bruce D. Wardinski, the Companys Chairman and Chief
Executive Officer, Alexander Stadlin, the Companys Chief
Operating Officer, Kevin Froemming, the Companys Chief Marketing
Officer, and Ryan Hymel, who was recently appointed as the
Companys Chief Financial Officer, effective July1, 2017.
Each award consisted 50% of time-based restricted shares, which
vest as to one-third of the shares on each of the first three
anniversaries of the grant date, subject to the executives
continued employment with the Company through the applicable
vesting date, and 50% of performance-based restricted shares. The
performance-based restricted shares are earned and vest as
follows:
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50% of the performance-based restricted shares are earned based on the Companys achievement of performance goals relating to the compounded annual growth rate of the Companys total shareholder return (TSR) over a three year performance period commencing on January1, 2017 and ending on December31, 2019 (the Performance Period); |
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50% of the performance-based restricted shares are earned based on the Companys achievement of performance goals relating to the compounded annual growth rate of the Companys adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) over the Performance Period; |
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the total number of performance-based restricted shares that are earned based on the Companys compounded annual growth rates of TSR and Adjusted EBITDA over the Performance Period are based on an achievement factor which, in each case, expressed as a percentage of the number of performance-based restricted shares granted to the executive (the Target Shares), ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 50% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis; |
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any earned shares vest after the Performance Period, subject to the executives continued employment through the date on which the Compensation Committee of the Board certifies the level of achievement of the performance goals (the Certification Date); and |
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if greater than 50% of the Target Shares become earned and vested, then the number of additional shares that become earned and vested will be issued to the executive on the Certification Date, and any Target Shares that do not become earned and vested based upon the achievement of the performance goals will be forfeited by the executive on the Certification Date. |
Upon a termination of the executives employment by the Company
without cause, a resignation by the executive for good reason, or
a termination of employment due to the executives death or
disability (each as defined in the award agreements), in each
case after the first anniversary of the grant date, a portion of
the restricted shares will be eligible to become vested, based on
the number of days during the applicable vesting period that the
executive was employed (plus the lesser of 365 days and the
number of days that remain in the vesting period) with respect to
the time-based restricted shares, and with respect to the
performance-based restricted shares, based on actual performance
through the end of the Performance Period and subject to
proration based on the number of days during the Performance
Period that the executive was employed (plus the lesser of 365
days and the number of days that remain in the Performance
Period). If any such termination of employment occurs within
twenty-four months following a change in control (as defined in
the Plan) in which the restricted shares are assumed by the
acquirer or surviving entity in the change in control
transaction, all time-based restricted shares will vest and the
performance-based restricted shares will become earned and fully
vested based on actual performance through the end of the
Performance Period. Upon a change in control in which the
restricted shares are not assumed by the acquirer or surviving
entity in the change in control transaction, all time-based
restricted shares will vest and the performance-based restricted
shares will become earned and fully vested based on actual
performance through the date of the change in control. The award
agreements governing the terms and conditions of the time-based
restricted shares and the performance-based restricted shares
contain restrictive covenants relating to confidentiality,
non-competition and non-solicitation of employees and customers.
The number of restricted shares granted to each of the executives
is as follows: (i) 122,789 time-based restricted shares and
122,789 performance-based restricted shares to Mr. Wardinski;
(ii) 61,394 time-based restricted shares and 61,394
performance-based restricted shares to Mr. Stadlin; (iii) 36,836
time-based restricted shares and 36,836 performance-based
restricted shares to Mr. Froemming; and (iv) 29,469 time-based
restricted shares and 29,469 performance-based restricted shares
to Mr. Hymel.
The foregoing descriptions of the restricted shares are qualified
in their entirety by the Form of Time-Based Restricted Shares
Agreement and the Form of Performance-Based Restricted Shares
Agreement attached hereto as Exhibits 10.1 and 10.2, and which
are incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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| 10.1 | Form of Time-Based Restricted Shares Agreement | |
| 10.2 | Form of Performance-Based Restricted Shares Agreement |
About PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA)
Playa Hotels & Resorts NV is based in the Netherlands and operates hotels and resorts. The Company owns, operates and develops all-inclusive resorts in beachfront locations in vacation destinations in Mexico and the Caribbean. It owns a portfolio consisting of more than 10 resorts located in Mexico, the Dominican Republic and Jamaica. The Company owns and manages Hyatt Zilara and Hyatt Ziva Cancun, Hyatt Ziva and Hyatt Zilara Rose Hall Jamaica, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. It also owns and operates three resorts under Playa’s brands, THE Royal and Gran Resorts, as well as five resorts in Mexico and the Dominican Republic that are managed by a third party. The Company also offers and organizes weddings and other events in their hotels. PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) Recent Trading Information
PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) closed its last trading session down -0.02 at 10.48 with 90,527 shares trading hands.
