Exhibit 10.4
AMENDED AND RESTATED PERFORMANCE STOCK UNIT AGREEMENT
PARK HOTELS & RESORTS INC.
2017 OMNIBUS INCENTIVE PLAN
This Amended and Restated Performance Stock Unit Agreement (this “Agreement”), dated , but effective as of (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and Thomas J. Baltimore, Jr. (the “Participant”).
2
3
[Signatures follow]
4
PARK HOTELS & RESORTS INC. | |
| |
By: |
|
| |
|
|
|
|
| |
|
|
|
|
Acknowledged and Agreed
as of the date first written above:
______________________________
Participant Signature
Name: Thomas J. Baltimore, Jr.
EXHIBIT A
The PSUs shall be earned based on the Company’s Relative Total Shareholder Return Position for the Performance Period, as set forth in the table below. All determinations with respect to Relative Total Shareholder Return Position shall be made by the Committee in its sole discretion. The total number of PSUs which become earned shall be equal to (x) the number of PSUs that comprise the Target Award multiplied by (y) the Payout Percentage, and rounded down to the nearest whole PSU.
Relative Total Shareholder Return Position | Percentage of Target Award Earned |
80th Percentile and Above (Maximum) | 200.0% |
70th Percentile | 167.0% |
60th Percentile | 133.0% |
50th Percentile (Target) | 100.0% |
37.5th Percentile | 62.5% |
25th Percentile (Threshold) | 25.0% |
Below 25th Percentile | 0% |
The Committee shall determine (A) the Total Shareholder Return for the Company for the Performance Period and (B) the Total Shareholder Return for each Lodging/Resorts Company for the Performance Period. The “Relative Total Shareholder Return Position” for the Company will then be determined by comparing the Total Shareholder Return for the Company for the Performance Period to the Total Shareholder Return for each Lodging/Resorts Company for the Performance Period on a relative percentile basis (using a continuous percentile rank calculation that excludes the Company).
Notwithstanding anything in this Agreement to the contrary, if the Total Shareholder Return for the Company for the Performance Period is negative and the Payout Percentage that otherwise would have been achieved based on the Company’s Relative Total Shareholder Return Position is greater than 100%, then the Payout Percentage shall be reduced by an amount equal to ten percentage points; provided, however, that in no event shall the Payout Percentage be reduced to below 100%. For example, if the Total Shareholder Return for the Company for the Performance Period is negative and the Payout Percentage that otherwise would have been achieved based on the Company’s Relative Total Shareholder Return Position is 133%, then the Payout Percentage shall be reduced to 123%.
For the purposes of this Exhibit A: