Park Hotels & Resorts Inc. (Form: 8-K, Received: 03/01/2017 16:20:13)

Park Hotels & Resorts Inc.

Date: March 1, 2017

/s/ Sean M. Dell’Orto

Sean M. Dell’Orto

Executive Vice President, Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2017

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37795

36-2058176

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



1600 Tysons Blvd., Suite 1000 McLean, Virginia		22102
(Address of Principal Executive Offices)		(Zip Code)

(703) 584-7979

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Executive Incentive Programs

On February 23, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Park Hotels & Resorts Inc. (the “Company”) adopted and approved the Park Hotels & Resorts Inc. Executive Short-Term Incentive Program (the “STIP”) and the Park Hotels & Resorts Inc. Executive Long-Term Incentive Program (the “LTIP”). The STIP and the LTIP, which are two separate programs, are each effective as of February 23, 2017.

All awards under the STIP and the LTIP will be granted under the Company’s existing, stockholder-approved 2017 Omnibus Incentive Plan (the “Omnibus Plan”). Company executives designated at the level of senior vice president and above who are members of the Company’s executive committee or are subject to Section 16 of the Securities Exchange Act of 1934, as amended, are eligible to participate in both the STIP and the LTIP unless otherwise determined by the Compensation Committee.

STIP

Each fiscal year, the Compensation Committee will determine a target bonus (the “Target Bonus”) for each such participant. Unless otherwise determined by the Compensation Committee, the Target Bonus for each participant (other than the Company’s Chief Executive Officer (the “CEO”)) will be up to 75% (for officers at the senior vice president level) or up to 100% (for officers at the executive vice president level) of his or her base salary, with the actual bonus range that may be earned by each participant being determined by the Compensation Committee each fiscal year. Pursuant to that certain Executive Employment Agreement, dated April 26, 2016, by and between Thomas J. Baltimore, Jr. and the Company (the “CEO Employment Agreement”), the Target Bonus for the CEO will be 150% of his base salary, with the actual bonus range that may be earned by Mr. Baltimore ranging from 75% to 225% of his base salary.

Annual STIP bonuses will be earned based on the achievement of both individual and Company performance objectives each fiscal year, as follows: (i) 25% (for officers at the senior vice president level), 20% (for officers at the executive vice president level) or 10% (for the CEO) of the bonus will be earned based on the achievement of individual performance objectives; and (ii) the remainder of the bonus will be earned based on the achievement of corporate performance objectives determined by the Compensation Committee at the beginning of such fiscal year. Individual objectives will be approved and scored by the Compensation Committee for the CEO and by the immediate supervisor for each other participant (with the CEO having the authority to revise any individual objectives or the scoring of such objectives for participants for whom the CEO is not the immediate supervisor). Corporate objectives will be approved and scored by the Compensation Committee.

To receive an award, participants must be employed by the Company through December 31 of the relevant fiscal year. Notwithstanding the foregoing, in the event of a participant’s termination of employment prior to December 31 of the relevant fiscal year (i) due to death or “disability” (as defined in the Omnibus Plan), the participant will receive a bonus for such fiscal year based on achievement of target performance but prorated for the actual days worked during such year, and (ii) due to “retirement” (as defined in the STIP), the participant will receive a bonus for such fiscal year based on actual achievement but prorated for the actual days worked during such year. In the event of a participant’s termination of employment by the Company for “cause” (as defined in the Omnibus Plan) following the end of the relevant fiscal year but prior to the payment of STIP bonuses for such fiscal year, the participant will forfeit his or her right to receive in an annual STIP bonus for such fiscal year.

A copy of the STIP is being filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by this reference. The foregoing description of the terms of the STIP and the STIP itself are qualified in their entirety by reference to the full text of the STIP.

LTIP

Each fiscal year, the Compensation Committee will also determine an aggregate target value (the “Aggregate Target Value”) for each participant. Unless otherwise determined by the Compensation Committee, the Aggregate Target Value for each participant (other than the CEO) will be up to 100% (for officers at the senior vice president level) or up to 200% (for officers at the executive vice president level) of his or her base salary. Pursuant to the CEO Employment Agreement, the Aggregate Target Value for the CEO will be equal to at least $3,500,000, as determined each year by the Compensation Committee.

For each fiscal year, the Aggregate Target Value for each participant is allocated such that (i) 50% of the value is granted in the form of a time-based award consisting of shares of restricted stock (“RSAs”) and (ii) 50% of the value is granted in the form of a performance-based award consisting of performance-based restricted stock units (“PSUs”). The terms of each RSA award and PSU award are described below.

•

Each fiscal year’s RSA award will vest ratably on each of the first three anniversaries of the grant date, subject to the continued employment of the participant through the applicable vesting date. In the event of a participant’s termination of employment (i) without “cause” (as defined in the Omnibus Plan) or due to “retirement” (as defined in the LTIP) after the first anniversary of the grant date, all of the remaining unvested shares will become vested, (ii) without cause within 12 months following a “change in control” (as defined in the LTIP), all of the remaining unvested shares will become vested, and (iii) due to death or “disability” (as defined in the Omnibus Plan), a prorated amount of the shares will vest based on the actual days worked during the performance period. With respect to the CEO’s RSA awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement. Participants will receive dividends on the RSAs at the same time that regular dividend payments are made on the Company’s common stock.

•

Each fiscal year’s PSU award will vest, if at all, based on the Company’s total shareholder return relative to the total shareholder returns of the companies that comprise the FTSE NAREIT Lodging Resorts Index and that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period, in each case over a three-year performance period beginning on January 1 of the fiscal year of such grant (or, in the case of the PSU awards made during 2017, January 4, 2017, which was the Company’s first day as a separate public company) (each a “Performance Period”), subject to the participant’s continued employment through the end of the Performance Period. The number of PSUs that may become vested will range from 0% to 200% of the number of PSUs granted to the participant, based on the level of achievement of the foregoing performance measure, as determined by the Compensation Committee. In the event of a participant’s termination of employment (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked during the Performance Period (and calculated based on actual performance through the end of the Performance Period) and (ii) without cause within 12 months following a change in control, the PSUs will vest based on actual performance through the end of the Performance Period and will not be prorated based on actual days worked during the Performance Period, provided that if the PSUs are not substituted or assumed following a change in control, then the PSUs will vest on the day immediately prior to the consummation of such change in control based on actual performance through such day. With respect to the CEO’s PSU awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement. After the end of the Performance Period once the Compensation Committee has determined total shareholder return performance and the actual number of PSUs that have vested based on such performance, participants will receive accrued dividends on the shares underlying the vested PSUs based on each regular cash dividend declared on the Company’s common stock during the Performance Period.

A copy of the LTIP, form of CEO Performance Stock Unit Award Agreement, form of CEO Restricted Stock Award Agreement, form of Executive Performance Stock Unit Award Agreement and form of Executive Restricted Stock Award Agreement are being filed as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K, and each is incorporated herein by this reference. The foregoing description of the terms of the LTIP and the LTIP itself are qualified in their entirety by reference to the full text of the LTIP and such award agreements.

LTIP Transition Awards

In connection with the adoption of the LTIP, the Compensation Committee also approved certain transition awards (the “Transition Awards”), including to each of Thomas J. Baltimore, Jr., Sean M. Dell’Orto, Thomas C. Morey, Robert D. Tanenbaum and Matt A. Sparks (the “Transition Award Recipients”), to ensure that each such individual maintains an appropriate level of overall long-term compensation during the initial two-year “phasing in” period of the LTIP.

Each one-time Transition Award is comprised of an additional grant to each Transition Award Recipient equal to 75% of the Aggregate Target Value that such Transition Award Recipient was awarded pursuant to his or her 2017 LTIP award described above. Each Transition Award Recipient’s Transition Award value (i.e., 75% of their Aggregate Target Value for the regular 2017 LTIP awards) is allocated such that (i) 33.34% of such value will be delivered as RSAs that will vest ratably on each of the first two anniversaries of the grant date, and (ii) 66.66% of such value will be delivered as PSUs that will vest, if at all, based on the Company’s total shareholder return relative to the total shareholder returns of the companies that comprise the FTSE NAREIT Lodging Resorts Index and that have a market capitalization in excess of $1 billion as of January 4, 2017, in each case over a two-year performance period commencing on January 4, 2017 and ending on January 3, 2019, subject to such Transition Award Recipient’s continued employment with the Company through the end of such period (except as otherwise provided in the applicable award agreement). The number of PSUs granted pursuant to a Transition Award that may become vested will range from 0% to 200% of the number of PSUs granted to the Transition Award Recipient, based on the level of achievement of the foregoing performance measure, as determined by the Compensation Committee. The Transition Awards otherwise generally have the same terms as the regular annual RSA awards and PSU awards described above.

Equity Award to CFO

The Compensation Committee also approved an additional one-time grant of RSAs to Sean M. Dell’Orto, the Company’s Executive Vice President – Chief Financial Officer and Treasurer, with a value of $1,000,000, which RSAs will be granted on March 3, 2017 and will vest ratably on each of the first three anniversaries of the grant date. The RSA award to Mr. Dell’Orto is otherwise on the same general terms and conditions described above with respect to annual RSA awards granted under the LTIP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Park Hotels & Resorts Inc. Executive Short-Term Incentive Program

10.2		Park Hotels & Resorts Inc. Executive Long-Term Incentive Program

10.3		Form of CEO Performance Stock Unit Award Agreement

10.4		Form of CEO Restricted Stock Award Agreement

10.5		Form of Executive Performance Stock Unit Award Agreement

10.6		Form of Executive Restricted Stock Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Index


Exhibit Number		Description

10.1		Park Hotels & Resorts Inc. Executive Short-Term Incentive Program

10.2		Park Hotels & Resorts Inc. Executive Long-Term Incentive Program

10.3		Form of CEO Performance Stock Unit Award Agreement

10.4		Form of CEO Restricted Stock Award Agreement

10.5		Form of Executive Performance Stock Unit Award Agreement

10.6		Form of Executive Restricted Stock Award Agreement

Exhibit 10.1

PARK HOTELS & RESORTS INC. EXECUTIVE SHORT-TERM INCENTIVE PROGRAM

The Park Hotels & Resorts Executive Short-Term Incentive Program (the “ STIP ”) was adopted by the Committee, effective February 23, 2017, to set forth the terms and conditions of the executive short-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 cash-based bonus awards. All cash-based bonus awards hereunder shall be granted under, and in accordance with, the Company’s 2017 Omnibus Incentive Plan (the “ Incentive Plan ”) and shall constitute Other Cash-Based Awards thereunder. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Incentive Plan.

1.	Administration . The STIP shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret the STIP and any awards made under the STIP, and its interpretations shall be conclusive and binding on all persons.

Participation . Employees of the Company at the Senior Vice President level and above shall participate in the STIP unless otherwise determined by (i) the Committee for an employee that would be a Committee Participant (as defined below) or (ii) the Company’s 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 ”.

Target Bonus and Actual Bonus Range . Each fiscal year of the Company, each Participant shall have a target bonus (the “ Target Bonus ”). Unless otherwise determined by the Committee, for each Participant who is a member of the Company’s Executive Committee or an officer who is subject to Section 16 of the Exchange Act (collectively, the “ Committee Participants ”), the Target Bonus shall be (i) up to 75% of the Participant’s annual base salary for Senior Vice Presidents (as determined each year by the Committee), (ii) up to 100% of the Participant’s annual base salary for Executive Vice Presidents (as determined each year by the Committee) or (iii) 150% of the Participant’s annual base salary for the CEO in accordance with his Executive Employment Agreement with the Company, dated April 26, 2016 (the “ CEO Employment Agreement ”). For each Participant who is not a Committee Participant (collectively, the “ Other Participants ”), the CEO shall determine the Target Bonus in an amount up to 50% of the Other Participant’s annual base salary.

Each fiscal year of the Company, the actual bonus range that may be earned hereunder by each Participant shall be (i) determined by the Committee with respect to Senior Vice Presidents and Executive Vice Presidents who are Committee Participants, (ii) 75% to 225% of the Participant’s annual base salary for the CEO in accordance with the CEO Employment Agreement and (iii) determined by the CEO with respect to Other Participants subject to a maximum for the high end of the range of 100% of the Other Participant’s annual base salary.

Performance Objectives . Annual bonuses under the STIP shall be earned based on the achievement of both individual and Company performance objectives for each fiscal year of the Company, as follows: (i) 25% (in the case of Senior Vice Presidents), 20% (in the case of Executive Vice Presidents) or 10% (in the case of the CEO) of the annual bonus shall be earned based on the achievement of individual performance objectives (collectively, the “ Individual Objectives ”); and (ii) the remainder of the annual bonus shall be earned based on the achievement of one or more objective Company performance objectives (collectively, the “ Corporate Objectives ”) in an allocation set by the Committee (or, if no allocation is set, allocated equally). The Individual Objectives shall be (i) approved by the Committee for the CEO and by the immediate supervisor for each other Participant (with the CEO having the authority to revise any Individual

Objectives for Participants for whom the CEO is not the immediate supervisor) and (ii) scored as between threshold (including whether threshold performance is met), target and high by the Committee for the CEO and by the immediate supervisor for each other Participant (with the CEO having the authority to revise any scoring for Participants for whom the CEO is not the immediate supervisor). Each Corporate Objective shall be (i) approved by the Committee and shall be the same for all Participants and (ii) scored as between threshold (including whether threshold performance is met), target and high by the Committee as it considers appropriate (with any adjustments determined by the Committee to account for unforeseen or other circumstances (subject, if applicable, to Section 7 below)). The Committee may also (but is not required to) establish a master objective Company performance objective (an “ Overall Corporate Objective ”) for any fiscal year, which must be satisfied in order for any Participant to be eligible to receive an annual bonus under the STIP in respect of such fiscal year (and the satisfaction thereof shall be scored by the Committee). If the Committee establishes an Overall Corporate Objective for a fiscal year, then it shall also establish the maximum bonus amount that may be earned by each Participant in respect of such fiscal year if and to the extent the Overall Corporate Objective is satisfied, which maximum bonus amount shall be no greater than the applicable limit set forth in Section 5(b) of the Incentive Plan.

Following the completion of each fiscal year of the Company, the Committee shall reasonably certify in writing whether, and to what extent, the applicable performance objectives have been achieved before any bonuses may be paid to Participants, and shall determine, in its discretion, the amount of the annual bonus, if any, that shall be paid to each Participant in respect of such fiscal year based on the achievement of the applicable performance objectives (subject, if applicable, to Section 7 below). The satisfaction of each performance objective (and the related payment of the bonus award) shall be separately determined (i.e., they are not contingent on each other unless specifically determined by the Committee with respect to any Overall Corporate Objective).

Payment of Bonuses . Except as provided below, Participants must remain employed with the Company Group through December 31 of a fiscal year in order to be eligible to receive an annual bonus under the STIP in respect of such fiscal year; provided, that, if a Participant’s employment is terminated by the Company Group for Cause following the end of a fiscal year but prior to the payment of annual bonuses under the STIP in respect of such fiscal year, then the Participant shall forfeit his or her right to receive an annual bonus under the STIP in respect of such fiscal year. If a Participant’s employment with the Company Group is terminated prior to December 31 of a fiscal year by the Company Group due to or during the Participant’s Disability or due to the Participant’s death, then the Participant shall be entitled to receive an amount equal to the Participant’s Target Bonus for such fiscal year multiplied by a fraction, the numerator of which is the number of days that have elapsed in such fiscal year through the date of the Participant’s termination of employment, and the denominator of which is the total number of days in such fiscal year, which amount shall be paid to the Participant in a cash lump sum within sixty (60) days following his or her termination of employment. If a Participant’s employment with the Company Group is terminated prior to December 31 of a fiscal year by the Participant due to his or her Retirement (as defined below), then the Participant shall be entitled to receive an amount equal to the annual bonus that he or she would have earned for such fiscal year had he or she remained employed with the Company Group through December 31, based on achievement of the applicable performance objectives, multiplied by a fraction, the numerator of which is the number of days that have elapsed in such fiscal year through the date of the Participant’s termination of employment, and the denominator of which is the total number of days in such fiscal year, which amount shall be paid to the Participant at the same time that annual STIP bonuses are paid to other Participants for such fiscal year. All bonuses under the STIP shall be paid in a cash lump sum no later than March 15 of the fiscal year following the fiscal year to which the bonus relates. For purposes of the STIP, the term “ Retirement ” shall mean the Participant’s termination of employment, other than for

Cause or while grounds for Cause exist, due to the Participant’s death or due to the Participant’s Disability, following the date on which (i) the Participant attained the age of 65 years old and (ii) the number of completed years of the Participant’s employment with (A) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member of the Company Group) and (B) any member of the Company Group is at least 5.

New Hires and Promotions . For new hires and promotions of individuals that, in either case, would be Committee Participants, the Committee shall determine (i) whether or not the individual will participate in the STIP during the year of hire or promotion, (ii) the applicable Target Bonus and range and (iii) whether or not the Target Bonus shall be prorated based on the hiring or promotion date of such individual. For new hires and promotions of individuals that, in either case, would be Other Participants, the CEO shall determine (i) whether or not the individual will participate in the STIP during the year of hire or promotion, (ii) the applicable Target Bonus and range within the limits set forth in Section 3 and (iii) whether or not the Target Bonus shall be prorated based on the hiring or promotion date of such individual. All other terms of the annual bonus shall be as otherwise provided for the applicable fiscal year as contemplated hereunder.

Section 162(m) . The Committee shall have the authority, at or before the time of grant of any Other Cash-Based Award hereunder, to designate such award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, in which case such award shall be administered and interpreted in accordance with Section 11 of the Incentive Plan and the applicable requirements of Section 162(m) of the Code.

Amendment and Termination . The Committee may amend, alter, suspend, discontinue, or terminate the STIP or any portion thereof at any time; provided, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Other Cash-Based Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

No Right to Continued Employment . Neither the STIP, its adoption, its operation, nor any action taken under the STIP shall be construed as giving any employee the right to be retained or continued in the employ of the Company or any Affiliates, nor shall it interfere in any way with the right and power of the Company or any of Affiliates to dismiss or discharge any employee or take any action that has the effect of terminating any employee’s employment at any time.

10.	Governing Law . The STIP shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

11.

CEO Determinations . Any determination made by the CEO in connection with an award hereunder (including status as an Other Participant, Target Bonus and range and new hire/promotion prorations) shall be made in writing (including, for example, by executing a certificate setting forth such determination).

Exhibit 10.2

PARK HOTELS & RESORTS INC. EXECUTIVE LONG-TERM INCENTIVE PROGRAM

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 Company’s 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.

1.	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.

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 Company’s 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 ”.

Aggregate Target Values . Each fiscal year of the Company, each Participant shall have an aggregate target value (the “ Aggregate Target Value ”) for such year’s awards under the LTIP. Unless otherwise determined by the Committee, for each Participant who is a member of the Company’s 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 Participant’s annual base salary for Senior Vice Presidents, (ii) up to 200% of the Participant’s annual base salary for Executive Vice Presidents, or (iii) $3,500,000 or more for the CEO in accordance with his Executive Employment Agreement with the Company, dated April 26, 2016, 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 Participant’s annual base salary.

Annual Equity Grants . Each fiscal year of the Company, (i) 50% of each Participant’s 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 each Participant’s 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 ”).

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 Participant’s 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 Participant’s 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.

Annual LTIP PSU Award . For each fiscal year of the Company, the Annual LTIP PSU Award with respect to each Participant (i) shall have a target number of LTIP PSUs equal to the quotient obtained by dividing 50% of such Participant’s 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 unit, (ii) shall vest based on the Company’s total shareholder return relative to the total shareholder returns of the companies that comprise the FTSE NAREIT Lodging Resorts Index and that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period, in each case over a three-year performance period beginning on January 1 of the fiscal year of grant (or, in the case of Annual LTIP PSU Awards granted during 2017, January 4, 2017) (each a “ Performance Period ”), subject to the Participant’s continued employment with the Company through the end of the applicable Performance Period (except as may be otherwise provided in the Award Agreement or the Incentive Plan), (iii) shall provide that the actual number of LTIP PSUs that may become vested shall range from 0% to 200% of the target number of LTIP PSUs granted to the Participant, based on the level of achievement of the foregoing performance measure, as determined by the Committee, and (iv) shall have such other terms and conditions as shall be set forth in the applicable Award Agreement approved by the Committee.

New Hires and Promotions . For new hires and promotions of individuals, Annual LTIP RSA Awards and Annual LTIP PSU Awards shall be made based on the determination of the Committee (with respect to individuals who would be Committee Participants) or the CEO (with respect to individuals who would be Other Participants) as to (i) whether or not the individual will participate in the LTIP during the year of hire or promotion, (ii) the applicable Aggregate Target Value (subject, in the case of an Other Participant, to the limit set forth in Section 3), (iii) whether or not the Aggregate Target Value shall be prorated based on the hiring or promotion date of such individual, (iv) whether or not the Aggregate Target Value shall be reduced by any other award made to such individual during the applicable year (e.g., a previous annual award or a new hire recruitment award) and (v) whether or not the first vesting date for any Annual LTIP RSA Award shall be the one-year anniversary of the Date of Grant (and whether or not the next two vesting dates shall be the successive anniversaries thereof or the second and third vesting dates for the other Annual LTIP RSA Awards made during the regular annual award grant cycle for such year). The actual number of LTIP RSAs and the target number of LTIP PSUs granted to each Participant in the associated Annual LTIP RSA Award and Annual LTIP PSU Award in connection with any hiring or promotion shall be equal to the quotient obtained by dividing the applicable portion (i.e., 50% for an Annual LTIP RSA Award and 50% for an Annual LTIP PSU Award) of the Participant’s Aggregate Target Value (or proration thereof) 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 or unit, as applicable. All other terms of the Annual LTIP RSA Award and Annual LTIP PSU Award shall be as otherwise provided for the applicable fiscal year as contemplated by Sections 5 and 6, respectively. Notwithstanding the foregoing, in connection with any new hire or promotion, either the Committee or the CEO, as applicable, may determine to allocate 100% of the Aggregate Target Value (or proration thereof) to an Annual LTIP RSA Award (in lieu of having a 50%/50% allocation to an Annual LTIP RSA Award and Annual LTIP PSU Award as contemplated by Section 4).

Section 162(m) . The Committee shall have the authority, at or before the time of grant of any award of LTIP PSUs, to designate such award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, in which case such award shall be administered and interpreted in accordance with Section 11 of the Incentive Plan and the applicable requirements of Section 162(m) of the Code.

Amendment and Termination . The Committee may amend, alter, suspend, discontinue, or terminate the LTIP or any portion thereof at any time; provided, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

10.

No Right to Continued Employment . Neither the LTIP, its adoption, its operation, nor any action taken under the LTIP shall be construed as giving any employee the right to be retained or continued in the employ of the Company or any Affiliates, nor shall it interfere in any way with the right and power of the Company or any of Affiliates to dismiss or discharge any employee or take any action that has the effect of terminating any employee’s employment at any time.

11.	Governing Law . The LTIP shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

12.

Dates of Grant/CEO Determinations . The Date of Grant with respect to each grant shall be as set forth in any applicable grant date policy of the Company from time to time (or as otherwise specifically determined by the Committee in connection with any award). Any determination made by the CEO in connection with an award hereunder (including status as an Other Participant, Aggregate Target Value and new hire/promotion prorations) shall be made in writing (including, for example, by executing a certificate setting forth such determination).

Exhibit 10.3

PERFORMANCE STOCK UNIT AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

This Performance Stock Unit Agreement (this “ Agreement ”), effective as of (the “ Grant Date ”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “ Company ”), and Thomas J. Baltimore, Jr. (the “ Participant ”).

1. Grant of Units. Effective as of the Grant Date, the Company hereby grants to the Participant an Award of performance-based Restricted Stock Units (“ Performance Stock Units ” or “ PSUs ”) in the amount of PSUs (the “ Target Award ”), each of which represents the right to receive one share of the Company’s Common Stock (the “ Shares ”) upon vesting of such PSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it may be amended, the “ Plan ”), the Park Hotels & Resorts Inc. Executive Long-Term Incentive Program (the “ LTIP ”), this Agreement and the Executive Employment Agreement between the Participant and the Company, dated April 26, 2016 (the “ Employment Agreement ”). The number of PSUs that the Participant may earn hereunder ranges from zero to 200% of the Target Award, and shall be determined based on the level of achievement of the performance condition set forth on Exhibit A attached hereto (the “ Performance Condition ”) over the period commencing on January 4, 2017 and ending on January 3, 2020 (the “ Performance Period ”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting; Settlement. As promptly as practicable (and, in no event more than two and one-half (2-1/2) months) following the last day of the Performance Period, the Committee shall determine (i) whether and to what extent the Performance Condition has been achieved (the date of such determination, the “ Determination Date ”) and (ii) the number of PSUs that shall be deemed earned, if any. The earned PSUs, if any, shall become vested as of the last day of the Performance Period, subject to the Participant’s continued employment through such date. Following the Determination Date, the Company shall deliver to the Participant one Share for each vested PSU in accordance with Section 8. Any PSU which does not become vested as of the last day of the Performance Period shall be forfeited without consideration or any further action by the Participant or the Company.

3. Termination of Employment. In the event that the Participant’s employment with the Company Group terminates for any reason, any PSUs that are not vested as of the effective date of termination shall vest or not vest, as applicable, based on and in accordance with Section 7 of the Employment Agreement.

4. Dividend Equivalents. The Participant shall be entitled to receive dividend equivalents in respect of each PSU that vests, if any, pursuant to this Agreement, the Plan, or the Employment Agreement. If the Company declares a regular cash dividend on the Shares during the Performance Period, the Participant shall receive dividend equivalents in an amount equal to the number of PSUs that vest, if any, pursuant to this Agreement, the Plan, or the Employment Agreement, multiplied by the amount of the cash dividend per Share declared during the Performance Period, as if the Participant had held a number of Shares equal to the number of PSUs that vests as of each dividend record date during the Performance Period. For purposes of the foregoing sentence only, if the PSUs are subject to accelerated vesting pursuant to the Plan or the Employment Agreement, the “Performance Period” shall be deemed to have ended as of the date of the event which serves as the basis for such accelerated vesting. Any such dividend equivalents relating to the Participant’s vested PSUs shall be payable in cash at the same time as the Shares underlying the vested PSUs are issued to the Participant in accordance with Section 8, less applicable withholding taxes pursuant to Section 9. If the PSUs are forfeited, the Participant shall have no right to receive any dividend equivalents.

5. Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs or the Participant’s right under the PSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliates; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

6. No Right to Continued Employment. Neither the Plan, the LTIP, this Agreement nor the Participant’s receipt of the PSUs hereunder shall impose any obligation on the Company or any Affiliates to continue the employment or engagement of the Participant. Further, the Company or any Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan, the LTIP or this Agreement, except as otherwise expressly provided herein (but in all cases subject to the terms and conditions of the Employment Agreement).

7. No Rights as a Stockholder. The Participant’s interest in the PSUs shall not entitle the Participant to any rights as a stockholder of the Company. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares underlying the PSUs unless and until such Shares have been issued to the Participant in accordance with Section 8.

8. Issuance of Shares. Subject to Section 9, the Company shall, as soon as practicable following the Determination Date (and in any event within two and one-half (2-1/2) months after the end of the tax year in which the Determination Date occurs), issue the Shares underlying the vested PSUs to the Participant, free and clear of all restrictions. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Shares are listed for trading.

9. Tax Withholding. The Participant agrees that in order to satisfy any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of the PSUs (and any corresponding dividend equivalents), the Company shall withhold a number of Shares otherwise issuable to the Participant upon settlement of the PSUs equal in value to the minimum amount necessary to satisfy the statutorily required withholding liability, if any (“ Withholding Taxes ”), except to the extent that the Participant shall have elected to pay such Withholding Taxes to the Company in cash (by check or wire transfer). The number of Shares equal to the Withholding Taxes shall be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of issuance of the Shares to the Participant, and shall be rounded up to the nearest whole Share.

10. Award Subject to Plan and LTIP. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The PSUs granted hereunder are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP, as they may be amended from time to time, are hereby incorporated herein by reference.

11. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

13. Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

14. Section 409A of the Code.

(a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of any Shares hereunder.

(b) Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any PSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

15. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

16. Acceptance and Agreement by the Participant. By accepting the PSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, the LTIP, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.

17. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

18. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.

[ Signatures follow ]


PARK HOTELS & RESORTS INC.

By:
		Name:
		Title:

Acknowledged and Agreed

as of the date first written above:

Participant Signature

Name: Thomas J. Baltimore, Jr.

EXHIBIT A

1.	Performance Condition .

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
80 ^th Percentile and Above (Maximum)		200.0%
70 ^th Percentile		167.0%
60 ^th Percentile		133.0%
50 ^th Percentile (Target)		100.0%
37.5 ^th Percentile		62.5%
25 ^th Percentile (Threshold)		25.0%
Below 25 ^th 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).

2.	Definitions .

For the purposes of this Exhibit A :

“ Payout Percentage ” means the “Percentage of Target Award Earned” specified in the table above, or a percentage determined using linear interpolation if actual performance falls between two levels in the table above (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In no event may the Payout Percentage exceed 200%. In the event that actual performance does not meet the threshold level specified in the table above, the Payout Percentage shall be zero.

“ Lodging/Resorts Companies ” means the companies in the FTSE NAREIT Lodging/Resorts Index that have a market capitalization of at least $1 billion as of the first day of the Performance Period, as determined by the Committee in its sole discretion. Only companies that are public throughout the entire Performance Period shall be included for purposes of calculating the Relative Total Shareholder Return Position (i.e., companies that may become acquired, have an initial public offering, etc. during the Performance Period shall be excluded from the calculation altogether).

“ Total Shareholder Return ” of either the Company or any Lodging/Resorts Company means: (A) (i) the average closing price for a share of common stock of the Company or a Lodging/Resorts Company (as applicable) over the 30 calendar day period ending on (and including) the last date of the Performance Period, minus (ii) the average closing price for such share of common stock over the 5 trading day period starting on (and including) the first date of the Performance Period

(the “ Base Price ”), plus (iii) the value of any dividends declared on any share of such common stock in respect of a record date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuer of the dividend on such record date, divided by (B) the Base Price (in each case, with such adjustments as are necessary, in the judgment of the Committee to equitably calculate Total Shareholder Return in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the Company or a Lodging/Resorts Company, as applicable). All closing prices shall be the principal stock exchange or quotation system closing prices on the date in question.

Exhibit 10.4

RESTRICTED STOCK AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

This Restricted Stock Agreement (this “ Agreement ”), effective as of (the “ Grant Date ”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “ Company ”), and Thomas J. Baltimore, Jr. (the “ Participant ”).

1. Grant of Restricted Stock. Effective as of the Grant Date, the Company hereby issues and grants shares of Restricted Stock (the “ Shares ”) to the Participant, subject to and in accordance with the terms, conditions and restrictions set forth in the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it may be amended, the “ Plan ”), the Park Hotels & Resorts Inc. Executive Long-Term Incentive Program (the “ LTIP ”), this Agreement and the Executive Employment Agreement between the Participant and the Company, dated April 26, 2016 (the “ Employment Agreement ”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting. The Shares shall become vested, and the restrictions on the Shares shall lapse, in accordance with the vesting schedule appendix set forth below the Participant’s signature to this Agreement (the last vesting date thereon being referred to as the “ Final Vesting Date ”), subject to the Participant’s continued employment through the applicable vesting date.

If the number of Shares is not divisible by three, then no fractional Shares shall vest and the installments shall be as equal as possible with the smaller installments vesting first, as set forth in the vesting schedule appendix below.

3. Termination of Employment. In the event that the Participant’s employment with the Company Group terminates for any reason, any Shares that are not vested as of the effective date of termination shall vest or not vest, as applicable, based on and in accordance with Section 7 of the Employment Agreement.

4. Dividends; Rights as a Stockholder. The Participant shall be the record owner of the Shares until or unless such Shares are forfeited pursuant to the terms of this Agreement or the Plan, and as a record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights with respect to the Shares and the right to receive all dividends or other distributions paid with respect to the Common Stock.

5. Restrictions on Transfer. Prior to the vesting of any Shares, the Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber a Share or the Participant’s right under the Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliates; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

6. No Right to Continued Employment. Neither the Plan, the LTIP, this Agreement nor the Participant’s receipt of the Shares hereunder shall impose any obligation on the Company or any Affiliates to continue the employment or engagement of the Participant. Further, the Company or any Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan, the LTIP or this Agreement, except as otherwise expressly provided herein (but in all cases subject to the terms and conditions of the Employment Agreement).

7. Tax Withholding. The Participant agrees that upon the vesting of, and lapsing of restrictions on, any Shares, or at any such time as required under applicable law, a number of Shares having a fair market value equal to the minimum applicable amount necessary to satisfy the statutorily required withholding liability in respect of the Shares, if any (“ Withholding Taxes ”), shall be automatically delivered to the Company in satisfaction of such Withholding Taxes, except to the extent that the Participant shall have elected to pay such Withholding Taxes to the Company in cash (by check or wire transfer). The number of Shares to be used for payment shall be calculated using the closing price per share of Common Stock on the New York Stock Exchange (or other principal exchange on which the Common Stock then trades) on the trading day immediately prior to the date of delivery of the Shares to the Company, and shall be rounded up to the nearest whole Share.

8. Section 83(b) Election. The Participant may make an election under Code Section 83(b) (a “ Section 83(b) Election ”) with respect to the Shares. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service within ten (10) days of such filing. The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

9. Award Subject to Plan and LTIP. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the LTIP. The Shares granted hereunder are subject to the Plan and the LTIP. The terms and provisions of the Plan and the LTIP, as they may be amended from time to time, are hereby incorporated herein by reference.

10. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

12. Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

13. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

14. Acceptance and Agreement by the Participant. By accepting the Shares (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, the LTIP, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.

15. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.


PARK HOTELS & RESORTS INC.

By:
		Name:
		Title:

Acknowledged and Agreed

as of the date first written above:

Participant Signature

Name : Thomas J. Baltimore, Jr.

Exhibit 10.5

PERFORMANCE STOCK UNIT AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

1. Grant of Units. Effective as of the Grant Date, the Company hereby grants to the Participant an Award of performance-based Restricted Stock Units (“ Performance Stock Units ” or “ PSUs ”) in the amount of PSUs (the “ Target Award ”), each of which represents the right to receive one share of the Company’s Common Stock (the “ Shares ”) upon vesting of such PSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it may be amended, the “ Plan ”), the Park Hotels & Resorts Inc. Executive Long-Term Incentive Program (the “ LTIP ”) and this Agreement. The number of PSUs that the Participant may earn hereunder ranges from zero to 200% of the Target Award, and shall be determined based on the level of achievement of the performance condition set forth on Exhibit A attached hereto (the “ Performance Condition ”) over the period commencing on January 4, 2017 and ending on January 3, 2020 (the “ Performance Period ”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

3. Termination of Employment.

(a) Except as set forth in Section 3(b) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any PSUs that are not vested as of the effective date of termination (the “ Termination Date ”) shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested PSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b) If the Participant’s employment with the Company Group is terminated during the Performance Period by the Company Group without Cause, due to or during the Participant’s Disability or due to the Participant’s death, or by the Participant due to his or her Retirement (as defined below), then, in any such case, the number of PSUs that shall become earned, if any, shall be determined at the end of the Performance Period based on actual performance and a pro-rated number of the earned PSUs, if any, shall become vested as of the last day of the Performance Period equal to the number of PSUs earned hereunder multiplied by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date through the Termination Date, and the denominator of which is the number of days in the Performance Period. If the Participant’s employment with the Company Group is terminated during the Performance Period by the Company Group without Cause and such termination occurs within 12 months following a Change in Control, then the number of PSUs that shall become earned, if any, shall be determined at the end

of the Performance Period based on actual performance and shall not be pro-rated as provided in the preceding sentence (and, if the Award hereunder is not substituted or assumed following such Change in Control, as determined by the Committee, then the Performance Period shall end on the day immediately prior to the consummation of such Change in Control, the number of PSUs that shall become earned, if any, shall be determined based on actual performance through such day, as determined by the Committee, and the earned PSUs, if any, shall vest on such day). With respect to any PSUs that become vested pursuant to this Section 3(b), the Company shall deliver to the Participant one Share for each such vested PSU in accordance with Section 8. For purposes of this Agreement, the term “ Retirement ” shall mean the Participant’s termination of employment, other than for Cause or while grounds for Cause exist, due to the Participant’s death or due to the Participant’s Disability, following the date on which (x) the Participant attained the age of 65 years old and (y) the number of completed years of the Participant’s employment with (i) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member of the Company Group) and (ii) any member of the Company Group is at least 5.

4. Dividend Equivalents. The Participant shall be entitled to receive dividend equivalents in respect of each PSU that vests, if any, pursuant to this Agreement or the Plan. If the Company declares a regular cash dividend on the Shares during the Performance Period, the Participant shall receive dividend equivalents in an amount equal to the number of PSUs that vest, if any, pursuant to this Agreement or the Plan, multiplied by the amount of the cash dividend per Share declared during the Performance Period, as if the Participant had held a number of Shares equal to the number of PSUs that vests as of each dividend record date during the Performance Period. For purposes of the foregoing sentence only, if the PSUs are subject to accelerated vesting pursuant to the Plan, the “Performance Period” shall be deemed to have ended as of the date of the event which serves as the basis for such accelerated vesting. Any such dividend equivalents relating to the Participant’s vested PSUs shall be payable in cash at the same time as the Shares underlying the vested PSUs are issued to the Participant in accordance with Section 8, less applicable withholding taxes pursuant to Section 9. If the PSUs are forfeited, the Participant shall have no right to receive any dividend equivalents.

14. Section 409A of the Code.

made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

18. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.

[ Signatures follow ]


PARK HOTELS & RESORTS INC.

By:
		Name:
		Title:

Acknowledged and Agreed

as of the date first written above:

Participant Signature

EXHIBIT A

1.	Performance Condition .


Relative Total Shareholder Return Position		Percentage of Target Award Earned
80 ^th Percentile and Above (Maximum)		200.0%
70 ^th Percentile		167.0%
60 ^th Percentile		133.0%
50 ^th Percentile (Target)		100.0%
37.5 ^th Percentile		62.5%
25 ^th Percentile (Threshold)		25.0%
Below 25 ^th Percentile		0%

2.	Definitions .

For the purposes of this Exhibit A :

Exhibit 10.6

RESTRICTED STOCK AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

This Restricted Stock Agreement (this “ Agreement ”), effective as of (the “ Grant Date ”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “ Company ”), and (the “ Participant ”).

1. Grant of Restricted Stock. Effective as of the Grant Date, the Company hereby issues and grants shares of Restricted Stock (the “ Shares ”) to the Participant, subject to and in accordance with the terms, conditions and restrictions set forth in the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it may be amended, the “ Plan ”), the Park Hotels & Resorts Inc. Executive Long-Term Incentive Program (the “ LTIP ”) and this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

3. Termination of Employment.

(a) Except as set forth in Section 3(b) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any Shares that are not vested as of the effective date of termination (the “ Termination Date ”) shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested Shares shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b) If the Participant’s employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Final Vesting Date by the Company Group without Cause, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant’s employment with the Company Group is terminated prior to the Final Vesting Date by the Company Group without Cause and such termination occurs within 12 months following a Change in Control, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant’s employment with the Company Group is terminated prior to the Final Vesting Date by the Company Group due to or during the Participant’s Disability or due to the Participant’s death, then a pro-rated number of the Shares granted hereunder shall become vested and nonforfeitable as of the Termination Date equal to (x) the number of Shares granted hereunder multiplied by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date through the Termination Date, and the denominator of which is the number of days in the period from the Grant Date through the Final Vesting Date, minus (y) the number of Shares granted hereunder that have become vested prior to the Termination Date. If the Participant’s employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Final Vesting Date by the Participant due to his or her Retirement (as defined below), then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. For purposes of this Agreement, the term “ Retirement ” shall mean the Participant’s termination of employment, other than for Cause or while grounds for Cause exist, due to

the Participant’s death or due to the Participant’s Disability, following the date on which (x) the Participant attained the age of 65 years old and (y) the number of completed years of the Participant’s employment with (i) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member of the Company Group) and (ii) any member of the Company Group is at least 5.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.


PARK HOTELS & RESORTS INC.

By:
		Name:
		Title:

Acknowledged and Agreed

as of the date first written above:

Participant Signature