þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1480589
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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150 North Riverside Plaza
8th Floor, Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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the factors discussed in this annual report set forth under the sections titled "Risk Factors" in Part I, Item 1A, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7;
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general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth;
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the rate and the pace of economic recovery following economic downturns;
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levels of spending in business and leisure segments as well as consumer confidence;
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declines in occupancy and average daily rate ("ADR");
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limited visibility with respect to future bookings;
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loss of key personnel;
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hostilities, or fear of hostilities, including future terrorist attacks, that affect travel;
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travel-related accidents;
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natural or man-made disasters such as earthquakes, tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases or fear of such outbreaks;
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our ability to successfully achieve certain levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners;
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the impact of hotel renovations and redevelopments;
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risks associated with our capital allocation plans and common stock repurchase program and other forms of shareholder capital return, including the risk that our common stock repurchase program could increase volatility and fail to enhance shareholder value;
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our intention to pay a quarterly cash dividend and the amounts thereof, if any;
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the seasonal and cyclical nature of the real estate and hospitality businesses;
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changes in distribution arrangements, such as through internet travel intermediaries;
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changes in the tastes and preferences of our customers;
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relationships with colleagues and labor unions and changes in labor laws;
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the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners;
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the possible inability of third-party owners, franchisees, or development partners to access capital necessary to fund current operations or implement our plans for growth;
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risks associated with potential acquisitions and dispositions and the introduction of new brand concepts;
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the timing of acquisitions and dispositions, and our ability to successfully integrate completed acquisitions with existing operations;
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failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals);
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our ability to successfully execute on our strategy to expand our management and franchising business while at the same time reducing our real estate asset base within targeted timeframes and at expected values;
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declines in the value of our real estate assets;
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unforeseen terminations of our management or franchise agreements;
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changes in federal, state, local, or foreign tax law;
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the impact of changes in the tax code as a result of the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") and uncertainty as to how some of those changes may be applied;
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increases in interest rates and operating costs;
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foreign exchange rate fluctuations or currency restructurings;
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lack of acceptance of new brands or innovation;
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general volatility of the capital markets and our ability to access such markets;
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changes in the competitive environment in our industry, including as a result of industry consolidation, and the markets where we operate;
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our ability to successfully grow the World of Hyatt loyalty program;
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cyber incidents and information technology failures;
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outcomes of legal or administrative proceedings; and
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violations of regulations or laws related to our franchising business.
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Maximize Our Core Business:
We will continue to grow and operate our core business to the best of our ability in order to be best-in-class while generating profits to fuel our growth.
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Integrate New Growth Platforms:
We are identifying new opportunities and areas to invest in which our guests care about and that provide additional paths for growth (including wellness-related businesses).
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Optimize Capital Deployment:
We are taking a comprehensive and disciplined approach to our deployment of capital, including the sell-down of a portion of our owned real estate. We believe this will allow us to fuel the growth of our core management and franchising business, invest in new growth platforms, and return capital to our shareholders.
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o
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Increase Market Presence.
We focus our expansion efforts on under-penetrated markets where we already have an established presence and on locations where our guests are traveling, but where we do not have a presence. We intend to expand our presence by increasing the number of hotels in the Hyatt portfolio, primarily by entering into new management and franchise agreements. We believe our intense focus on each customer group that we serve and our understanding of how we can serve them in new locations will result in quality growth. Over the past few years, we have made significant progress in expanding our presence through development of new hotels, conversion of existing hotels, and most recently, the acquisition of Two Roads. Additionally, we are focused on continued growth of our development pipeline. We have expanded our pipeline by an average of over 12% per year since the time of our IPO in 2009. Since 2009, we have also entered 246 new markets and 19 new countries. Expansion in dynamic markets like Greater China and India is central to our growth strategy as representation in key cities and resort destinations provides us with the opportunity to drive preference for our brands as we serve a broader base of guests in these high growth and under-penetrated markets. At
December 31, 2018
, there were over 170 hotels open or under development in Greater China in markets such as Beijing, Hong Kong, Shanghai, and Shenzhen. In India, there were over 60 hotels open or under development at
December 31, 2018
. In addition to Greater China and India, we have also announced further expansion plans into diverse international markets including Albania, Canada, Hungary, Indonesia, Ireland, and Vietnam.
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o
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Expand Select Service Presence
. We continue to expand the Hyatt Place and Hyatt House brands, which we believe will support our overall growth and enhance the performance of all of our brands. We intend to grow our select service presence through third-party construction of new franchised properties, conversion and renovation of existing non-Hyatt properties, and in limited cases, support of the development of new managed properties. We believe the opportunity for properties providing a select offering of services at a
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o
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Increase Focus on Franchising.
We continue to increase our franchised hotel presence, primarily in the United States. By increasing our focus on franchising, we believe we will gain access to capital from developers and property owners who are specifically targeting franchise business opportunities. We have an internal team dedicated to supporting our franchise owners and to driving the expansion of our franchised hotel presence. We plan to expand existing relationships and develop new relationships with franchisees who demonstrate an ability to provide excellent customer service and maintain our brand standards. In support of our strategy, over the past several years, we sold a number of individual full service hotels and portfolios of select service hotels subject to long-term franchise agreements with the purchasers.
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o
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Utilize Our Capital and Asset Base for Targeted Growth.
The combination of our significant liquidity and strong capital position coupled with our high quality asset base provides a unique platform to support our growth strategy. We take a comprehensive approach to our efforts to dispose of or recycle certain hotel real estate assets and to manage capital deployment in furtherance of our expansion plans. Capital deployment will continue with an objective to maximize long-term shareholder value, and we will assess and balance liquidity, value, and strategic importance in each instance. We will continue to commit capital to fund the renovation of certain assets and expect to maintain some level of hotel ownership over time in our owned portfolio. In November 2017, we committed to supplement our asset recycling strategy with a targeted reduction in our owned real estate portfolio expected to generate approximately $1.5 billion in gross cash proceeds by the end of 2020. To date, we have realized gross proceeds of approximately $1.1 billion. The proceeds are being used to unlock shareholder value, provide funds for growth investments, return capital to shareholders, and accelerate the evolution of our earnings profile to be less capital intensive. These dispositions are in addition to the execution of our asset recycling strategy—selling certain hotels while maintaining presence in those markets by entering into new management or franchise agreements with the buyer, and re-investing the sale proceeds into new hotels and other growth opportunities, including investments in hospitality ventures. Our asset recycling strategy has allowed us to grow and build our brands while improving the quality of our owned portfolio over time.
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o
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Pursue Strategic Acquisitions and Alliances.
We evaluate potential acquisitions of other brands or hospitality management or franchising companies as a part of our efforts to expand our global presence. In certain situations, these acquisitions may include hotel real estate. We focus on acquisitions that complement our ability to serve our existing customer base and enhance customer preference by providing a greater selection of locations, properties, and services. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties to strengthen our brand presence. In the third quarter of 2018, we announced a strategic alliance with Small Luxury Hotels ("SLH"), and in the fourth quarter 2018, we added 54 SLH hotels to the World of Hyatt loyalty program with the expectation that additional SLH hotels will be added over time. This strategic alliance significantly enriches the benefits provided to members of the World of Hyatt loyalty program by providing additional stay opportunities at luxury quality hotels in many key markets which currently do not have a significant Hyatt presence (predominantly in Europe). In November 2018, we completed the acquisition of Two Roads for a purchase price of $405 million with additional variable consideration not to exceed $96 million. Proceeds from our $1.5 billion asset sell-down were utilized to fund the acquisition. As of December 31, 2018, the acquisition of Two Roads added 65 hotel properties or approximately 12,000 rooms and 10 condominium ownership properties comprising approximately 1,500 units, to our portfolio, and a pipeline of approximately 5,000 rooms, and the addition of five new brands.
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Extend Health and Wellness Offerings.
Through the integration of Miraval and Exhale into the Hyatt portfolio, we continue our commitment to a holistic health and wellness strategy as an extension of our purpose and an important part of our growth strategy. Miraval and Exhale provide an opportunity to build a greater depth of expertise in wellness and mindfulness that can be extended to our hotel business, as well as an opportunity to increase guest loyalty.
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Brand
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Segment
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Customer Base
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December 31, 2018 Rooms (1)
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Primary Selected
Competitors |
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Key Locations
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% of Our
Managed and Franchised Properties (1) |
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Americas Region
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ASPAC Region
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EAME/SW Asia Region
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Wellness
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Individual leisure travelers
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<1%
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410
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—
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—
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Cal-a-vie, Canyon Ranch, Golden Door
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Austin, Tucson
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Full
Service/
Luxury
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Individual business and leisure travelers; small meetings
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3%
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1,622
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3,340
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2,375
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Four Seasons,
Ritz-Carlton,
Peninsula,
St. Regis,
Mandarin Oriental
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Bangkok, Buenos Aires, Chicago, Dubai,
New York, Paris, Shanghai, Sydney, Washington D.C.
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Full
Service/ Luxury |
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Individual business and leisure travelers; small meetings
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2%
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2,180
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812
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978
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Edition, 1 Hotels, NoMad
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Abu Dhabi, Amsterdam, London, Los Angeles, Maui, New York, Shanghai, Singapore, Tokyo
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Full Service/ Eco-Luxury/ Experiential Travel
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Individual business and leisure travelers; small and large meetings, weddings, social events
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1%
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59
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1,719
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298
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Anantara, Banyan Tree, Como, Six Senses
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Anji, Bali, Bishangarth, Goa, Jabal Al Akhdar, Jakarta, Koh Russey Island, Kuala Lumpur, Surakarta, Wuzhen, Yangshuo
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Full
Service/ Luxury |
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Individual business and leisure travelers; large and small meetings, social events
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14%
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11,641
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13,467
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4,025
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Mandarin Oriental,
Shangri-La, InterContinental, Fairmont |
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Beijing, Berlin, Dubai, Hong Kong, Nassau, New York, Rio de Janeiro, Tokyo
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Full
Service/ Luxury/Upper-Upscale |
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Individual business and leisure travelers; small meetings
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2%
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3,131
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305
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1,096
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Marriott Autograph Collection, Starwood
Luxury Collection,
Curio Collection by Hilton,
Tribute Portfolio
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Austin, Cannes, Carmelo, Miami Beach, Nashville, New Orleans, Paris, Phoenix
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Full Service/ Luxury/Upper-Upscale
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Business and leisure travelers; large and small meetings, social events, associations
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3%
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5,931
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—
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—
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Marriott Autograph Collection, Curio Collection by Hilton, Starwood Luxury Collection
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Aspen, Charleston, Houston, Maui, Phoenix, Tahoe, San Diego, Seattle, Vail
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Full
Service/ Upper-Upscale |
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Leisure travelers; couples; solo business travelers; small meetings
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1%
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1,429
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—
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—
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W, Mondrian, The Standard
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Nashville, New York, Seattle
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Full
Service/ Upper-Upscale |
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Conventions, business and leisure travelers; large and small meetings, social events, associations
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40%
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56,294
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14,991
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12,852
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Marriott, Sheraton,
Hilton, Renaissance, Westin |
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Boston,
Chicago, Delhi, Hong Kong, London, Los Angeles, Mexico City, Orlando, |
Brand
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Segment
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Customer Base
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December 31, 2018 Rooms (1)
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Primary Selected
Competitors |
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Key Locations
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% of Our
Managed and Franchised Properties (1) |
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Americas Region
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ASPAC Region
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EAME/SW Asia Region
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Full
Service/ Upper-Upscale |
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Business and leisure travelers; small meetings
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1%
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1,315
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363
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743
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Marriott,
Hilton, InterContinental, Westin, independent and boutique hotels |
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New York, Paris, Seattle
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Full
Service/ Upper-Upscale |
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Business and leisure travelers; small meetings
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2%
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4,315
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164
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450
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Canopy, Kimpton, Renaissance, independent and boutique hotels
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Chicago, Madrid, Miami, Montevideo, New York, Tokyo
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Full Service Upscale / Upper Upscale
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Leisure travelers; couples; families; solo business travelers; small meetings
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1%
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2,281
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—
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—
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Kimpton, Canopy, Marriott Autograph Collection
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Baltimore, Chicago, New York, San Francisco, Washington D.C.
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Select
Service/
Upscale
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Business and leisure travelers; small meetings
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22%
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40,791
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2,978
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2,722
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Courtyard by
Marriott, Hilton
Garden Inn
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Atlanta, Chicago,
Dubai, Houston,
London, Miami, Phoenix, Santiago, Shanghai
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Select
Service/
Upscale
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Extended stay guests; business and leisure travelers;
families; small
meetings, trainings
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6%
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12,355
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925
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260
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Residence Inn
by Marriott,
Homewood
Suites
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Austin, Boston,
Dallas, Mexico City, Miami,
San Francisco
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Select
Service/
Upscale
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Leisure travelers; entrepreneurs; solo business travelers; small meetings
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—
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—
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—
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—
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Freehand, Mama Shelter, Citizen M, The Line, Ace Hotels
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N/A
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All-Inclusive
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Leisure travelers; families; small meetings
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1%
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1,860
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—
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—
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Beaches,
Club Med, Sandals
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Cancun, Puerto Vallarta, Rose Hall, San Jose del Cabo
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All-Inclusive
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Leisure travelers; adult-only; small meetings
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<1%
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541
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—
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—
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Beaches,
Club Med, Sandals
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Cancun, Rose Hall
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Vacation
Ownership
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Owners of
vacation units, repeat Hyatt business and leisure guests
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—
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—
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—
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—
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Hilton Vacation
Club, Marriott
Vacation Club,
Vistana Signature Experiences
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Aspen, Beaver Creek, Carmel, Key West, Lake Tahoe, Maui, Sedona
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Wellness
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Wellness-minded individuals
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—
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—
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—
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—
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Bliss, Pure Barre, Soul Cycle, Yoga Works
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Atlanta, Boston, Chicago, Dallas, Los Angeles, Miami, New York
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•
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Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture;
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Americas management and franchising ("Americas"), which consists of our management and franchising of properties located in the United States, Latin America, Canada, and the Caribbean;
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ASPAC management and franchising ("ASPAC"), which consists of our management and franchising of properties located in Southeast Asia, Greater China, Australia, South Korea, Japan, and Micronesia; and
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EAME/SW Asia management and franchising ("EAME/SW Asia"), which consists of our management and franchising of properties located in Europe, Africa, the Middle East, India, Central Asia, and Nepal.
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Assuming no renewal options are exercised by either party:
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Including exercise of extension options that are in Hyatt's sole discretion:
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Full service management agreements:
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Americas
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13 years
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17 years
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EAME/SW Asia
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15 years
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20 years
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ASPAC
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13 years
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14 years
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Select service management agreements:
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Americas
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12 years
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28 years
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EAME/SW Asia
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21 years
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32 years
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ASPAC
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19 years
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21 years
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•
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effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate, or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness, or businesses, (b) any tender or exchange offer, merger, or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities. For this purpose, the term "affiliates" means our affiliates primarily engaged in the hospitality, lodging, and/or gaming industries;
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form, join, or in any way participate in a "group" (within the meaning of Section 13(d) of the Exchange Act) with respect to us where such group seeks to acquire any of our equity securities;
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otherwise act, alone or in concert with others, to seek representation on or to control or influence our or our subsidiaries' management, board of directors, or policies;
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take any action which would or would reasonably be expected to force us to make a public announcement regarding any of the types of matters set forth in the first bullet point above;
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own more than 12% of the issued and outstanding common stock, unless such ownership arises as a result of any action not taken by or on behalf of such stockholder or a related person of such stockholder; or
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request that we or any of our representatives, directly or indirectly, amend or waive any of the foregoing provisions.
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changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S., Europe, Asia Pacific, or global economy and financial markets;
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war, civil unrest, terrorist activities or threats, and heightened travel security measures instituted in response to these events;
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fear of outbreaks or outbreaks of pandemic or contagious diseases;
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climate change and resource scarcity, such as water and energy scarcity;
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natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, and nuclear incidents;
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•
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changes in the desirability of particular locations or travel patterns of customers;
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•
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decreased corporate budgets and spending and cancellations, deferrals, or renegotiations of group business;
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•
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low consumer confidence, high levels of unemployment, and depressed housing prices;
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•
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the financial condition of the airline, automotive, and other transportation-related industries and its impact on travel;
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•
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decreased airline capacities and routes;
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•
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travel-related accidents;
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•
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oil prices and travel costs;
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•
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statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities, and the resulting negative public perception of such travel and activities;
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•
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domestic and international political and geo-political conditions, including changes in trade policy;
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•
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changes in taxes (including as a result of the 2017 Tax Act) and governmental regulations that influence or set wages, prices, interest rates, or construction and maintenance procedures and costs;
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the costs and administrative burdens associated with compliance with applicable laws and regulations;
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•
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changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance, and unanticipated costs resulting from force majeure events;
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significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage;
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the lack of availability, or increase in the cost, of capital for us or our existing and potential property owners;
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•
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the attractiveness of our properties and services to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services, and wellness-related businesses;
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cyclical over-building in the hotel, all-inclusive, and vacation ownership industries; and
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organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.
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•
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the costs of complying with laws, regulations, and policies (including taxation policies) of foreign governments relating to investments and operations, the costs or desirability of complying with local practices and customs, and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;
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•
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currency exchange rate fluctuations or currency restructurings;
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•
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U.S. taxation of income earned abroad (including the impact of the 2017 Tax Act);
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•
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limitations on the redeployment of non-U.S. earnings;
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•
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import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including imposition of tariffs or embargoes, export regulations, controls, and other trade restrictions;
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•
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political and economic instability;
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•
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the complexity of managing an organization doing business in many jurisdictions;
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•
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uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and
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•
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rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation.
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•
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governmental regulations relating to real estate ownership;
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•
|
real estate, insurance, zoning, tax, environmental, and eminent domain laws;
|
•
|
the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade properties;
|
•
|
risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, and the availability of replacement financing;
|
•
|
risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues;
|
•
|
fluctuations in real estate values or potential impairments in the value of our assets; and
|
•
|
the relative illiquidity of real estate compared to some other assets.
|
•
|
spending cash and incurring debt;
|
•
|
assuming contingent liabilities;
|
•
|
contributing properties or related assets to hospitality ventures that could result in recognition of losses;
|
•
|
creating additional transactional and operating expenses; or
|
•
|
issuing shares of stock that could dilute the interests of our existing shareholders.
|
•
|
coordinating sales, distribution, loyalty, and marketing functions;
|
•
|
effectively and efficiently integrating information technology and other systems;
|
•
|
issues not discovered as part of the transactional due diligence process and/or unanticipated liabilities or contingencies of acquired businesses, including with respect to commercial disputes or cyber incidents and information technology failures or other matters; and
|
•
|
preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets.
|
•
|
go bankrupt or otherwise are unable to meet their capital contribution obligations;
|
•
|
have economic or business interests or goals that are or become inconsistent with our business interests or goals;
|
•
|
are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws;
|
•
|
subject the property to liabilities exceeding those contemplated;
|
•
|
take actions that reduce our return on investment; or
|
•
|
take actions that harm our reputation or restrict our ability to run our business.
|
•
|
construction delays or cost overruns (including labor and materials) that may increase project costs;
|
•
|
obtaining zoning, occupancy, and other required permits or authorizations;
|
•
|
changes in economic conditions that may result in weakened or lack of demand or negative project returns;
|
•
|
governmental restrictions on the size or kind of development;
|
•
|
multi-year urban redevelopment projects, including temporary hotel closures, that may significantly disrupt hotel profits;
|
•
|
force majeure events, including earthquakes, tornadoes, hurricanes, floods, wildfires, or tsunamis; and
|
•
|
design defects that could increase costs.
|
•
|
a risk that cash flow from operations will be insufficient to meet required payments of principal and interest;
|
•
|
restrictive covenants, including covenants related to certain financial ratios. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further information related to restrictions under our financial covenants; and
|
•
|
the risk that any increase in the interest rate applicable to any borrowings under our revolving credit facility could reduce our cash flows available for other corporate purposes, including investments in our portfolio, could limit our ability to refinance existing debt when it matures, or could increase interest costs on any debt that is refinanced.
|
•
|
health and safety;
|
•
|
the use, management, storage, and disposal of hazardous substances and wastes;
|
•
|
discharges of waste materials into the environment, such as refuse or sewage;
|
•
|
water discharge and supply; and
|
•
|
air emissions.
|
•
|
be expensive and time consuming to defend;
|
•
|
force us to stop providing products or services that use the intellectual property that is being challenged;
|
•
|
force us to redesign or rebrand our products or services;
|
•
|
divert our management's attention and resources;
|
•
|
force us to enter into royalty or licensing agreements to obtain the right to use a third-party's intellectual property; or
|
•
|
force us to pay significant damages.
|
•
|
quarterly variations in our operating results compared to market expectations;
|
•
|
annual variations in our operating results compared to our guidance;
|
•
|
announcements of acquisitions of or investments in other businesses and properties or dispositions;
|
•
|
announcements of new services or products or significant price reductions by us or our competitors;
|
•
|
size of our public float;
|
•
|
future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares;
|
•
|
stock price performance of our competitors;
|
•
|
fluctuations in stock market prices and volumes in the U.S. and abroad;
|
•
|
low investor confidence;
|
•
|
default on our indebtedness or foreclosure of our properties;
|
•
|
changes in senior management or key personnel;
|
•
|
downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general;
|
•
|
negative earnings or other announcements by us or other hospitality companies;
|
•
|
downgrades in our credit ratings or the credit ratings of our competitors;
|
•
|
issuances or repurchases of equity or debt securities;
|
•
|
a decision to pay or not to pay dividends;
|
•
|
cyber incidents and information technology failures;
|
•
|
terrorist activities or threats of such activities, civil or political unrest, or war; and
|
•
|
global economic, legal, and regulatory factors unrelated to our performance.
|
•
|
Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval.
|
•
|
Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares consistent with the recommendation of our board of directors, assuming in certain instances that a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, all of such minimum of three independent directors (excluding for such purposes any Pritzker) agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval.
|
•
|
Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries.
|
•
|
Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock,
|
•
|
Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.
|
•
|
Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.
|
•
|
Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.
|
•
|
Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office.
|
•
|
Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent.
|
•
|
Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors.
|
•
|
Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.
|
•
|
Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control.
|
•
|
An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.
|
Time Period
|
Number of Shares*
|
During the 12 month period from November 5, 2018 through November 4, 2019
|
20,050,729
|
During the 12 month period from November 5, 2019 through November 4, 2020
|
15,238,813
|
During the 12 month period from November 5, 2020 through November 4, 2021
|
7,498,371
|
During the 12 month period from November 5, 2021 through November 4, 2022
|
6,419,886
|
During the 12 month period from November 5, 2022 through November 4, 2023
|
6,419,886
|
During the 12 month period from November 5, 2023 through November 4, 2024
|
6,271,290
|
During the 12 month period from November 5, 2024 through November 4, 2025
|
3,001,963
|
Hotel Property
|
|
Location
|
|
Rooms
|
|
# of Hotels
|
|
Ownership (1)
|
|||
Owned and Leased Hotels
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Full Service
|
|
|
|
|
|
|
|
|
|||
Americas Owned:
|
|
|
|
|
|
|
|
|
|||
Park Hyatt Chicago
|
|
Chicago, IL
|
|
198
|
|
|
|
|
100
|
%
|
|
Park Hyatt New York
|
|
New York, NY
|
|
210
|
|
|
|
|
100
|
%
|
|
Grand Hyatt New York (4)
|
|
New York, NY
|
|
1,298
|
|
|
|
|
100
|
%
|
|
Grand Hyatt Rio de Janeiro
|
|
Rio de Janeiro, Brazil
|
|
436
|
|
|
|
|
100
|
%
|
|
Grand Hyatt San Antonio (4)
|
|
San Antonio, TX
|
|
1,003
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Aruba Resort Spa and Casino (4)
|
|
Palm Beach, Aruba, Dutch Caribbean
|
|
359
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Atlanta
|
|
Atlanta, GA
|
|
1,260
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Baltimore Inner Harbor (4)
|
|
Baltimore, MD
|
|
488
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Green Bay
|
|
Green Bay, WI
|
|
241
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Greenwich
|
|
Old Greenwich, CT
|
|
373
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Indian Wells Resort & Spa
|
|
Riverside-San Bernardino, CA
|
|
530
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Lake Tahoe Resort, Spa and Casino
|
|
Incline Village, NV
|
|
422
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Long Beach (4)
|
|
Long Beach, CA
|
|
528
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Lost Pines Resort and Spa
|
|
Lost Pines, TX
|
|
491
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Miami (4)
|
|
Miami, FL
|
|
615
|
|
|
|
|
100
|
%
|
|
Hyatt Regency O'Hare Chicago
|
|
Rosemont, IL
|
|
1,095
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Orlando
|
|
Orlando, FL
|
|
1,641
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Phoenix
|
|
Phoenix, AZ
|
|
693
|
|
|
|
|
100
|
%
|
|
Hyatt Regency San Antonio Riverwalk (4)
|
|
San Antonio, TX
|
|
630
|
|
|
|
|
100
|
%
|
|
Hyatt Centric The Pike Long Beach (4)
|
|
Long Beach, CA
|
|
138
|
|
|
|
|
100
|
%
|
|
The Confidante Miami Beach
|
|
Miami Beach, FL
|
|
354
|
|
|
|
|
100
|
%
|
|
The Driskill (4)
|
|
Austin, TX
|
|
189
|
|
|
|
|
100
|
%
|
|
Americas Owned
|
|
|
|
13,192
|
|
|
22
|
|
|
|
Hotel Property
|
|
Location
|
|
Rooms
|
|
# of Hotels
|
|
Ownership (1)
|
|||
Americas Leased:
|
|
|
|
|
|
|
|
|
|||
Hyatt Regency San Francisco (3) (6)
|
|
San Francisco, CA
|
|
804
|
|
|
|
|
—
|
%
|
|
Andaz West Hollywood (3) (6)
|
|
West Hollywood, CA
|
|
239
|
|
|
|
|
—
|
%
|
|
Americas Leased
|
|
|
|
1,043
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Americas Owned and Leased Hotels
|
|
|
|
14,235
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
EAME/SW Asia Owned:
|
|
|
|
|
|
|
|
|
|||
Park Hyatt Paris-Vendôme
|
|
Paris, France
|
|
153
|
|
|
|
|
100
|
%
|
|
Park Hyatt Zurich (4)
|
|
Zurich, Switzerland
|
|
138
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Baku
|
|
Baku, Azerbaijan
|
|
159
|
|
|
|
|
100
|
%
|
|
Hyatt Regency Bishkek (4)
|
|
Bishkek, Kyrgyz Republic
|
|
178
|
|
|
|
|
98
|
%
|
|
Andaz London Liverpool Street (7)
|
|
London, England
|
|
267
|
|
|
|
|
100
|
%
|
|
EAME/SW Asia Owned
|
|
|
|
895
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
EAME/SW Asia Leased:
|
|
|
|
|
|
|
|
|
|||
Hyatt Regency Cologne (3) (6)
|
|
Cologne, Germany
|
|
306
|
|
|
|
|
—
|
%
|
|
Hyatt Regency Mainz (3) (6)
|
|
Mainz, Germany
|
|
268
|
|
|
|
|
—
|
%
|
|
Andaz Amsterdam, Prinsengracht (3) (6)
|
|
Amsterdam, The Netherlands
|
|
122
|
|
|
|
|
—
|
%
|
|
EAME/SW Asia Leased
|
|
|
|
696
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total EAME/SW Asia Owned and Leased Hotels
|
|
|
|
1,591
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
ASPAC Owned:
|
|
|
|
|
|
|
|
|
|||
Grand Hyatt Seoul
|
|
Seoul, South Korea
|
|
615
|
|
|
|
|
100
|
%
|
|
ASPAC Owned
|
|
|
|
615
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Full Service Owned and Leased Hotels
|
|
|
|
16,441
|
|
|
33
|
|
|
|
Hotel Property
|
|
Location
|
|
Rooms
|
|
# of Hotels
|
|
Ownership (1)
|
|||
Select Service
|
|
|
|
|
|
|
|
|
|||
Owned:
|
|
|
|
|
|
|
|
|
|||
Hyatt Place Macaé
|
|
Macaé, Brazil
|
|
141
|
|
|
|
|
100
|
%
|
|
Hyatt Place São José do Rio Preto
|
|
São José do Rio Preto, Brazil
|
|
152
|
|
|
|
|
100
|
%
|
|
Select Service Owned:
|
|
|
|
293
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Leased:
|
|
|
|
|
|
|
|
|
|||
Hyatt Place Amsterdam Airport (3) (6)
|
|
Amsterdam, The Netherlands
|
|
330
|
|
|
|
|
—
|
%
|
|
Hyatt Place Atlanta/Buckhead (2)
|
|
Atlanta, GA
|
|
171
|
|
|
|
|
—
|
%
|
|
Select Service Leased:
|
|
|
|
501
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Select Service Owned and Leased Hotels
|
|
|
|
794
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Wellness
|
|
|
|
|
|
|
|
|
|||
Miraval Austin Resort and Spa
|
|
Austin, TX
|
|
117
|
|
|
|
|
100
|
%
|
|
Cranwell Spa & Golf Resort
|
|
Lenox, MA
|
|
148
|
|
|
|
|
97
|
%
|
|
Miraval Arizona Resort and Spa
|
|
Tucson, AZ
|
|
145
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|||
Total Wellness Owned and Leased
|
|
|
|
410
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unconsolidated Hospitality Venture Hotels
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Full Service
|
|
|
|
|
|
|
|
|
|||
Americas Unconsolidated Hospitality Ventures:
|
|
|
|
|
|
|
|
|
|||
Grand Hyatt São Paulo
|
|
São Paulo, Brazil
|
|
467
|
|
|
|
|
50
|
%
|
|
Hyatt Regency Andares Guadalajara
|
|
Zapopan, Mexico
|
|
257
|
|
|
|
|
50
|
%
|
|
Hyatt Regency Columbus (4)
|
|
Columbus, OH
|
|
633
|
|
|
|
|
24
|
%
|
|
Hyatt Regency Crystal City at Reagan National Airport
|
|
Arlington, VA
|
|
686
|
|
|
|
|
50
|
%
|
|
Hyatt Regency Huntington Beach Resort and Spa
|
|
Huntington Beach, CA
|
|
517
|
|
|
|
|
40
|
%
|
|
Hyatt Regency Jersey City on the Hudson
|
|
Jersey City, NJ
|
|
351
|
|
|
|
|
50
|
%
|
|
Andaz Mayakoba Resort Riviera Maya
|
|
Playa del Carmen, Mexico
|
|
214
|
|
|
|
|
40
|
%
|
|
Americas Unconsolidated Hospitality Ventures
|
|
|
|
3,125
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
EAME/SW Asia Unconsolidated Hospitality Ventures:
|
|
|
|
|
|
|
|
|
|||
Park Hyatt Hamburg (3) (5)
|
|
Hamburg, Germany
|
|
252
|
|
|
|
|
—
|
%
|
|
Park Hyatt Milan
|
|
Milan, Italy
|
|
106
|
|
|
|
|
30
|
%
|
|
Grand Hyatt Mumbai
|
|
Mumbai, India
|
|
547
|
|
|
|
|
50
|
%
|
|
Hyatt Regency Ahmedabad
|
|
Ahmedabad, India
|
|
209
|
|
|
|
|
50
|
%
|
|
Andaz Delhi
|
|
New Delhi, India
|
|
401
|
|
|
|
|
50
|
%
|
|
EAME/SW Asia Unconsolidated Hospitality Ventures
|
|
|
|
1,515
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
Hotel Property
|
|
Location
|
|
Rooms
|
|
# of Hotels
|
|
Ownership (1)
|
|||
ASPAC Unconsolidated Hospitality Ventures:
|
|
|
|
|
|
|
|
|
|||
Grand Hyatt Bali
|
|
Bali, Indonesia
|
|
636
|
|
|
|
|
10
|
%
|
|
Hyatt Regency Bali
|
|
Bali, Indonesia
|
|
363
|
|
|
|
|
10
|
%
|
|
ASPAC Unconsolidated Hospitality Ventures
|
|
|
|
999
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Full Service Unconsolidated Hospitality Ventures
|
|
|
|
5,639
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Select Service Unconsolidated Hospitality Ventures
|
|
|
|
|
|
|
|
|
|||
Hyatt Place Celaya
|
|
Celaya, Mexico
|
|
145
|
|
|
|
|
50
|
%
|
|
Hyatt Place Denver/Downtown
|
|
Denver, CO
|
|
248
|
|
|
|
|
50
|
%
|
|
Hyatt Place Glendale/Los Angeles
|
|
Los Angeles/Long Beach, CA
|
|
179
|
|
|
|
|
50
|
%
|
|
Hyatt Place Los Cabos
|
|
San Jose del Cabo, Mexico
|
|
157
|
|
|
|
|
50
|
%
|
|
Hyatt Place Panama City/Downtown
|
|
Panama City, Panama
|
|
165
|
|
|
|
|
29
|
%
|
|
Hyatt Place Tijuana
|
|
Tijuana, Mexico
|
|
145
|
|
|
|
|
50
|
%
|
|
Hyatt House Denver/Downtown
|
|
Denver, CO
|
|
113
|
|
|
|
|
50
|
%
|
|
Hyatt House Nashville at Vanderbilt
|
|
Nashville, TN
|
|
201
|
|
|
|
|
50
|
%
|
|
Total Select Service Unconsolidated Hospitality Ventures
|
|
|
|
1,353
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Unconsolidated Hospitality Ventures
|
|
|
|
6,992
|
|
|
22
|
|
|
|
(1)
|
Unless otherwise indicated, ownership percentages include both the property and the underlying land.
|
(2)
|
Property is accounted for as a capital lease.
|
(3)
|
Property is accounted for as an operating lease.
|
(4)
|
Our ownership interest in the property is subject to a third-party ground lease on the land.
|
(5)
|
We own a 50% interest in the entity that is the operating lessee, and it is an unconsolidated hospitality venture.
|
(6)
|
We own a 100% interest in the entity that is the operating lessee.
|
(7)
|
Our ownership interest is derived through a long leasehold interest in the hotel building, with a nominal annual rental payment.
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
Americas Management and Franchising
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Full Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
169
|
|
|
72,217
|
|
|
118
|
|
|
61,154
|
|
|
120
|
|
|
60,806
|
|
Franchised
|
57
|
|
|
17,981
|
|
|
52
|
|
|
15,636
|
|
|
46
|
|
|
13,837
|
|
Full Service Hotels
|
226
|
|
|
90,198
|
|
|
170
|
|
|
76,790
|
|
|
166
|
|
|
74,643
|
|
Select Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
58
|
|
|
8,393
|
|
|
64
|
|
|
9,137
|
|
|
65
|
|
|
9,237
|
|
Franchised
|
325
|
|
|
44,753
|
|
|
293
|
|
|
40,607
|
|
|
260
|
|
|
35,869
|
|
Select Service Hotels
|
383
|
|
|
53,146
|
|
|
357
|
|
|
49,744
|
|
|
325
|
|
|
45,106
|
|
ASPAC Management and Franchising
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Full Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
102
|
|
|
33,570
|
|
|
80
|
|
|
29,173
|
|
|
75
|
|
|
27,669
|
|
Franchised
|
4
|
|
|
1,591
|
|
|
3
|
|
|
1,286
|
|
|
3
|
|
|
1,286
|
|
Full Service Hotels
|
106
|
|
|
35,161
|
|
|
83
|
|
|
30,459
|
|
|
78
|
|
|
28,955
|
|
Select Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
23
|
|
|
3,903
|
|
|
15
|
|
|
2,533
|
|
|
5
|
|
|
826
|
|
Select Service Hotels
|
23
|
|
|
3,903
|
|
|
15
|
|
|
2,533
|
|
|
5
|
|
|
826
|
|
EAME/SW Asia Management and Franchising
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Full Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
81
|
|
|
21,602
|
|
|
76
|
|
|
20,654
|
|
|
71
|
|
|
19,519
|
|
Franchised
|
6
|
|
|
1,215
|
|
|
2
|
|
|
148
|
|
|
—
|
|
|
—
|
|
Full Service Hotels
|
87
|
|
|
22,817
|
|
|
78
|
|
|
20,802
|
|
|
71
|
|
|
19,519
|
|
Select Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
16
|
|
|
2,531
|
|
|
14
|
|
|
2,134
|
|
|
11
|
|
|
1,726
|
|
Franchised
|
2
|
|
|
451
|
|
|
2
|
|
|
451
|
|
|
1
|
|
|
358
|
|
Select Service Hotels
|
18
|
|
|
2,982
|
|
|
16
|
|
|
2,585
|
|
|
12
|
|
|
2,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Full and Select Service Hotels
|
843
|
|
|
208,207
|
|
|
719
|
|
|
182,913
|
|
|
657
|
|
|
171,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Management and Franchising - All-inclusive
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All-inclusive
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Franchised
|
6
|
|
|
2,401
|
|
|
6
|
|
|
2,401
|
|
|
6
|
|
|
2,401
|
|
All-inclusive
|
6
|
|
|
2,401
|
|
|
6
|
|
|
2,401
|
|
|
6
|
|
|
2,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate and other
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wellness
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Managed
|
3
|
|
|
410
|
|
|
3
|
|
|
399
|
|
|
—
|
|
|
—
|
|
Wellness
|
3
|
|
|
410
|
|
|
3
|
|
|
399
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Managed and Franchised
|
852
|
|
|
211,018
|
|
|
728
|
|
|
185,713
|
|
|
663
|
|
|
173,534
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
Owned and Leased Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Full Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
22
|
|
|
13,440
|
|
|
23
|
|
|
13,641
|
|
|
28
|
|
|
16,012
|
|
Other Americas
|
2
|
|
|
795
|
|
|
3
|
|
|
1,548
|
|
|
3
|
|
|
1,548
|
|
ASPAC
|
1
|
|
|
615
|
|
|
1
|
|
|
601
|
|
|
1
|
|
|
601
|
|
EAME/SW Asia
|
8
|
|
|
1,591
|
|
|
9
|
|
|
1,933
|
|
|
9
|
|
|
1,933
|
|
Select Service Hotels
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
1
|
|
|
171
|
|
|
2
|
|
|
320
|
|
|
1
|
|
|
171
|
|
Other Americas
|
2
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EAME/SW Asia
|
1
|
|
|
330
|
|
|
1
|
|
|
330
|
|
|
1
|
|
|
330
|
|
Total Full and Select Service Hotels
|
37
|
|
|
17,235
|
|
|
39
|
|
|
18,373
|
|
|
43
|
|
|
20,595
|
|
Wellness
|
3
|
|
|
410
|
|
|
3
|
|
|
399
|
|
|
—
|
|
|
—
|
|
Total Owned and Leased
|
40
|
|
|
17,645
|
|
|
42
|
|
|
18,772
|
|
|
43
|
|
|
20,595
|
|
Name
|
|
Age
|
|
Position
|
Thomas J. Pritzker
|
|
68
|
|
Executive Chairman of the Board
|
Mark S. Hoplamazian
|
|
55
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
Joan Bottarini
|
|
47
|
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
Margaret C. Egan
|
|
49
|
|
Executive Vice President, General Counsel and Secretary
|
H. Charles Floyd
|
|
59
|
|
Executive Vice President, Global President of Operations
|
Peter Fulton
|
|
61
|
|
Executive Vice President, Group President—EAME/SW Asia
|
Malaika L. Myers
|
|
51
|
|
Executive Vice President, Chief Human Resources Officer
|
Peter J. Sears
|
|
54
|
|
Executive Vice President, Group President—Americas
|
David Udell
|
|
58
|
|
Executive Vice President, Group President—ASPAC
|
Mark R. Vondrasek
|
|
51
|
|
Executive Vice President, Chief Commercial Officer
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
12/31/2017
|
12/31/2018
|
Hyatt Hotels Corporation
|
100.0
|
121.7
|
95.1
|
111.7
|
148.7
|
137.7
|
S&P 500
|
100.0
|
113.7
|
115.2
|
129.0
|
157.2
|
150.3
|
Russell 1000 Hotel
|
100.0
|
112.3
|
94.3
|
119.1
|
190.8
|
151.4
|
|
|
Total number of shares purchased (1)
|
|
Weighted-average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans
|
|
Maximum number (or approximate dollar value) of shares that may yet be purchased under the program
|
||||||
October 1 to October 31, 2018
|
|
1,007,995
|
|
|
$
|
71.72
|
|
|
1,007,995
|
|
|
$
|
887,448,962
|
|
November 1 to November 30, 2018 (2)
|
|
2,317,219
|
|
|
69.87
|
|
|
2,317,219
|
|
|
$
|
686,461,426
|
|
|
December 1 to December 31, 2018 (2)
|
|
838,669
|
|
|
68.51
|
|
|
838,669
|
|
|
$
|
668,084,710
|
|
|
Total
|
|
4,163,883
|
|
|
$
|
70.05
|
|
|
4,163,883
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
Consolidated statements of income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
4,454
|
|
|
$
|
4,462
|
|
|
$
|
4,265
|
|
|
$
|
4,328
|
|
|
$
|
4,415
|
|
Direct and selling, general, and administrative expenses
|
4,122
|
|
|
4,202
|
|
|
3,997
|
|
|
4,005
|
|
|
4,136
|
|
|||||
Net income
|
769
|
|
|
390
|
|
|
206
|
|
|
124
|
|
|
346
|
|
|||||
Net income attributable to Hyatt Hotels Corporation
|
769
|
|
|
389
|
|
|
206
|
|
|
124
|
|
|
344
|
|
|||||
Net income per share—basic
|
$
|
6.79
|
|
|
$
|
3.13
|
|
|
$
|
1.55
|
|
|
$
|
0.87
|
|
|
$
|
2.26
|
|
Net income per share—diluted
|
$
|
6.68
|
|
|
$
|
3.09
|
|
|
$
|
1.53
|
|
|
$
|
0.86
|
|
|
$
|
2.24
|
|
Cash dividends declared per share
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
Consolidated balance sheets data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,643
|
|
|
$
|
7,572
|
|
|
$
|
7,661
|
|
|
$
|
7,591
|
|
|
$
|
8,137
|
|
Long-term debt (1)
|
1,634
|
|
|
1,451
|
|
|
1,564
|
|
|
1,370
|
|
|
1,384
|
|
|||||
Redeemable noncontrolling interest in preferred shares of a subsidiary
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
392
managed properties (
118,350
rooms), all of which we operate under management agreements with third-party property owners;
|
•
|
392
franchised properties (
65,630
rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;
|
•
|
30
owned properties (
14,995
rooms) (including
1
consolidated hospitality venture),
1
capital leased property (
171
rooms), and
6
operating leased properties (
2,069
rooms), all of which we manage; and
|
•
|
20
managed properties and
2
franchised properties owned or leased by unconsolidated hospitality ventures (
6,992
rooms).
|
•
|
3
wellness resorts (
410
rooms), all of which we own and operate (including 1 consolidated hospitality venture);
|
•
|
6
all-inclusive resorts (
2,401
rooms), all of which are owned by a third party in which we hold common shares and which operates the resorts under franchise agreements with us;
|
•
|
16
vacation ownership properties under Hyatt Residence Club brand and operated by third parties;
|
•
|
21
residential properties, which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel; and
|
•
|
10 condominium ownership properties for which we provide services for the rental programs or homeowners associations
|
•
|
interest expense;
|
•
|
provision for income taxes;
|
•
|
depreciation and amortization;
|
•
|
amortization of management and franchise agreement assets constituting payments to customers ("Contra revenue");
|
•
|
revenues for the reimbursement of costs incurred on behalf of managed and franchised properties;
|
•
|
costs incurred on behalf of managed and franchised properties;
|
•
|
equity earnings (losses) from unconsolidated hospitality ventures;
|
•
|
stock-based compensation expense;
|
•
|
gains (losses) on sales of real estate;
|
•
|
asset impairments; and
|
•
|
other income (loss), net
|
(Comparable locations)
|
|
|
RevPAR
|
||||||||||||
|
|
Year Ended December 31,
|
|||||||||||||
Number of comparable hotels (1)
|
|
2018
|
|
2017
|
|
Change
|
|
Change (in constant $)
|
|||||||
System-wide hotels
|
641
|
|
$
|
139
|
|
|
$
|
135
|
|
|
3.0
|
%
|
|
3.1
|
%
|
Owned and leased hotels
|
33
|
|
$
|
177
|
|
|
$
|
170
|
|
|
3.9
|
%
|
|
3.6
|
%
|
Americas full service hotels
|
157
|
|
$
|
159
|
|
|
$
|
154
|
|
|
2.9
|
%
|
|
3.3
|
%
|
Americas select service hotels
|
323
|
|
$
|
108
|
|
|
$
|
107
|
|
|
0.4
|
%
|
|
0.4
|
%
|
ASPAC full service hotels
|
76
|
|
$
|
155
|
|
|
$
|
148
|
|
|
4.7
|
%
|
|
3.8
|
%
|
ASPAC select service hotels
|
5
|
|
$
|
61
|
|
|
$
|
57
|
|
|
7.1
|
%
|
|
4.4
|
%
|
EAME/SW Asia full service hotels
|
69
|
|
$
|
127
|
|
|
$
|
120
|
|
|
6.1
|
%
|
|
6.8
|
%
|
EAME/SW Asia select service hotels
|
11
|
|
$
|
70
|
|
|
$
|
67
|
|
|
4.6
|
%
|
|
3.4
|
%
|
•
|
sold Grand Hyatt San Francisco, Andaz Maui at Wailea Resort together with adjacent land, and Hyatt Regency Coconut Point Resort and Spa as a portfolio for a net sales price of approximately $992 million and entered into long-term management agreements for the properties upon sale;
|
•
|
sold the shares of the entity which owns Hyatt Regency Mexico City, an investment in an unconsolidated hospitality venture, and adjacent land, a portion of which will be developed as Park Hyatt Mexico City ("HRMC Transaction") for a net sales price of approximately $405 million and entered into long-term management agreements for the properties upon sale;
|
•
|
acquired Two Roads, including long-term management and license agreements, for a purchase price of
$405 million
plus potential additional consideration of up to
$96 million
if the sellers complete certain actions with respect to certain of the acquired management agreements and up to
$8 million
in the event of the execution of certain potential new management agreements related to the development of certain potential new deals previously identified and generated by the sellers or affiliates of the sellers;
|
•
|
acquired Hyatt Regency Phoenix for a net purchase price of approximately $139 million; and
|
•
|
acquired Hyatt Regency Indian Wells Resort & Spa for a net purchase price of approximately $120 million.
|
•
|
sold Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch and Royal Palms Resort and Spa as a portfolio for a net sales price of
$296 million
and entered into long-term management agreements for the properties upon sale;
|
•
|
sold Hyatt Regency Grand Cypress for a net sales price of
$202 million
and entered into a long-term management agreement for the property upon sale;
|
•
|
sold Hyatt Regency Louisville for a net sales price of
$65 million
and entered into a long-term franchise agreement for the property upon sale;
|
•
|
sold Hyatt Regency Monterey Hotel & Spa on Del Monte Golf Course for a net sales price of
$58 million
and entered into a long-term franchise agreement for the property upon sale; and
|
•
|
acquired Miraval, the renowned provider of wellness and mindfulness experiences, for
$237 million
.
|
•
|
acquired Thompson Miami Beach for a purchase price of approximately
$238 million
. The hotel was subsequently rebranded as The Confidante Miami Beach and added to The Unbound Collection by Hyatt;
|
•
|
acquired our partners' share in Andaz Maui at Wailea Resort for a net purchase price of approximately
$136 million
. We accounted for the transaction as a step acquisition and recognized a
$14 million
gain in equity earnings from unconsolidated hospitality ventures. Additionally, prior to the acquisition the unconsolidated hospitality venture repaid $121 million of third-party debt;
|
•
|
acquired Royal Palms Resort and Spa in Phoenix, Arizona for a net purchase price of approximately
$86 million
and added the hotel to The Unbound Collection by Hyatt;
|
•
|
sold Andaz 5th Avenue for a net sales price of
$240 million
and entered into a long-term management agreement for the property upon sale; and
|
•
|
sold the shares of the company that owns Hyatt Regency Birmingham (U.K.) for a net sales price of approximately
$49 million
and entered into a long-term management agreement for the property upon sale.
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Better / (Worse)
|
|
Currency Impact
|
|||||||||||
Comparable owned and leased hotels revenues
|
$
|
1,707
|
|
|
$
|
1,643
|
|
|
$
|
64
|
|
|
3.9
|
%
|
|
$
|
5
|
|
Non-comparable owned and leased hotels revenues
|
211
|
|
|
541
|
|
|
(330
|
)
|
|
(61.0
|
)%
|
|
1
|
|
||||
Total owned and leased hotels revenues
|
$
|
1,918
|
|
|
$
|
2,184
|
|
|
$
|
(266
|
)
|
|
(12.2
|
)%
|
|
$
|
6
|
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Better / (Worse)
|
|
Currency Impact
|
|||||||||||
Comparable owned and leased hotels revenues
|
$
|
1,825
|
|
|
$
|
1,801
|
|
|
$
|
24
|
|
|
1.3
|
%
|
|
$
|
3
|
|
Non-comparable owned and leased hotels revenues
|
359
|
|
|
296
|
|
|
63
|
|
|
21.3
|
%
|
|
(1
|
)
|
||||
Total owned and leased hotels revenues
|
$
|
2,184
|
|
|
$
|
2,097
|
|
|
$
|
87
|
|
|
4.2
|
%
|
|
$
|
2
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017 |
|
Better / (Worse)
2017 vs 2016 |
||||||||||||||||
Base management fees
|
$
|
225
|
|
|
$
|
202
|
|
|
$
|
190
|
|
|
$
|
23
|
|
|
11.5
|
%
|
|
$
|
12
|
|
|
6.3
|
%
|
Incentive management fees
|
148
|
|
|
135
|
|
|
117
|
|
|
13
|
|
|
9.5
|
%
|
|
18
|
|
|
15.7
|
%
|
|||||
Franchise fees
|
127
|
|
|
114
|
|
|
103
|
|
|
13
|
|
|
10.3
|
%
|
|
11
|
|
|
11.7
|
%
|
|||||
Other fees
|
52
|
|
|
47
|
|
|
31
|
|
|
5
|
|
|
11.4
|
%
|
|
16
|
|
|
50.9
|
%
|
|||||
Management, franchise, and other fees
|
$
|
552
|
|
|
$
|
498
|
|
|
$
|
441
|
|
|
$
|
54
|
|
|
10.7
|
%
|
|
$
|
57
|
|
|
13.2
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017 |
|
Better / (Worse)
2017 vs 2016 |
||||||||||||||||
Management, franchise, and other fees
|
$
|
552
|
|
|
$
|
498
|
|
|
$
|
441
|
|
|
$
|
54
|
|
|
10.7
|
%
|
|
$
|
57
|
|
|
13.2
|
%
|
Contra revenue
|
(20
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|
(2
|
)
|
|
(12.5
|
)%
|
|
(2
|
)
|
|
(12.4
|
)%
|
|||||
Net management, franchise, and other fees
|
$
|
532
|
|
|
$
|
480
|
|
|
$
|
425
|
|
|
$
|
52
|
|
|
10.6
|
%
|
|
$
|
55
|
|
|
13.2
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Change
2018 vs 2017 |
|
Change
2017 vs 2016 |
||||||||||||||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
$
|
1,956
|
|
|
$
|
1,762
|
|
|
$
|
1,731
|
|
|
$
|
194
|
|
|
11.0
|
%
|
|
$
|
31
|
|
|
1.8
|
%
|
Rabbi trust impact
|
4
|
|
|
(22
|
)
|
|
(8
|
)
|
|
26
|
|
|
119.3
|
%
|
|
(14
|
)
|
|
(167.8
|
)%
|
|||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact
|
$
|
1,960
|
|
|
$
|
1,740
|
|
|
$
|
1,723
|
|
|
$
|
220
|
|
|
12.6
|
%
|
|
$
|
17
|
|
|
1.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
Better / (Worse)
|
|||||||||
Comparable owned and leased hotels expenses
|
$
|
1,296
|
|
|
$
|
1,269
|
|
|
$
|
(27
|
)
|
|
(2.1
|
)%
|
Non-comparable owned and leased hotels expenses
|
152
|
|
|
387
|
|
|
235
|
|
|
60.9
|
%
|
|||
Rabbi trust impact
|
(2
|
)
|
|
8
|
|
|
10
|
|
|
117.5
|
%
|
|||
Total owned and leased hotels expenses
|
$
|
1,446
|
|
|
$
|
1,664
|
|
|
$
|
218
|
|
|
13.1
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
Better / (Worse)
|
|||||||||
Comparable owned and leased hotels expenses
|
$
|
1,378
|
|
|
$
|
1,355
|
|
|
$
|
(23
|
)
|
|
(1.7
|
)%
|
Non-comparable owned and leased hotels expenses
|
278
|
|
|
239
|
|
|
(39
|
)
|
|
(16.5
|
)%
|
|||
Rabbi trust impact
|
8
|
|
|
3
|
|
|
(5
|
)
|
|
(167.8
|
)%
|
|||
Total owned and leased hotels expenses
|
$
|
1,664
|
|
|
$
|
1,597
|
|
|
$
|
(67
|
)
|
|
(4.2
|
)%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Change
2018 vs 2017 |
|
Change
2017 vs 2016 |
||||||||||||||||
Selling, general, and administrative expenses
|
$
|
320
|
|
|
$
|
377
|
|
|
$
|
315
|
|
|
$
|
(57
|
)
|
|
(15.2
|
)%
|
|
$
|
62
|
|
|
19.9
|
%
|
Less: rabbi trust impact
|
9
|
|
|
(37
|
)
|
|
(14
|
)
|
|
46
|
|
|
123.8
|
%
|
|
(23
|
)
|
|
(165.6
|
)%
|
|||||
Less: stock-based compensation expense
|
(29
|
)
|
|
(29
|
)
|
|
(25
|
)
|
|
—
|
|
|
0.1
|
%
|
|
(4
|
)
|
|
(15.9
|
)%
|
|||||
Adjusted selling, general, and administrative expenses
|
$
|
300
|
|
|
$
|
311
|
|
|
$
|
276
|
|
|
$
|
(11
|
)
|
|
(3.4
|
)%
|
|
$
|
35
|
|
|
12.8
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Change
2018 vs 2017 |
|
Change
2017 vs 2016 |
||||||||||||||||
Costs incurred on behalf of managed and franchised properties
|
$
|
1,981
|
|
|
$
|
1,782
|
|
|
$
|
1,742
|
|
|
$
|
199
|
|
|
11.2
|
%
|
|
$
|
40
|
|
|
2.3
|
%
|
Rabbi trust impact
|
4
|
|
|
(22
|
)
|
|
(8
|
)
|
|
26
|
|
|
119.3
|
%
|
|
(14
|
)
|
|
(167.8
|
)%
|
|||||
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact
|
$
|
1,985
|
|
|
$
|
1,760
|
|
|
$
|
1,734
|
|
|
$
|
225
|
|
|
12.8
|
%
|
|
$
|
26
|
|
|
1.5
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017 |
|
Better / (Worse)
2017 vs 2016 |
||||||||||||||||
Rabbi trust impact allocated to selling, general, and administrative expenses
|
$
|
(9
|
)
|
|
$
|
37
|
|
|
$
|
14
|
|
|
$
|
(46
|
)
|
|
(123.8
|
)%
|
|
$
|
23
|
|
|
165.6
|
%
|
Rabbi trust impact allocated to owned and leased hotels expense
|
(2
|
)
|
|
8
|
|
|
3
|
|
|
(10
|
)
|
|
(117.5
|
)%
|
|
5
|
|
|
167.8
|
%
|
|||||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts
|
$
|
(11
|
)
|
|
$
|
45
|
|
|
$
|
17
|
|
|
$
|
(56
|
)
|
|
(122.7
|
)%
|
|
$
|
28
|
|
|
166.0
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017 |
|
Better / (Worse)
2017 vs 2016 |
||||||||||||||||
Equity earnings from unconsolidated hospitality ventures
|
$
|
8
|
|
|
$
|
219
|
|
|
$
|
67
|
|
|
$
|
(211
|
)
|
|
(95.9
|
)%
|
|
$
|
152
|
|
|
224.9
|
%
|
•
|
$
217 million
decrease as 2017 included a liquidating distribution from the sale of Avendra to Aramark;
|
•
|
$16 million decrease as 2018 included an impairment charge related to unconsolidated hospitality ventures in Brazil; we completed an acquisition of our partner's interest in the unconsolidated hospitality ventures during the second quarter of 2018; and
|
•
|
$15 million decrease as 2018 included increased foreign currency losses at one of our unconsolidated hospitality ventures which holds loans denominated in a currency other than its functional currency.
|
•
|
$37 million decrease as 2016 included earnings attributable to distributions from three of our unconsolidated hospitality ventures primarily related to debt refinancings;
|
•
|
$14 million
decrease as 2016 included a gain related to the acquisition of our partners' share in Andaz Maui at Wailea Resort that was recorded as a step acquisition; and
|
•
|
$7 million decrease as 2016 included earnings related to a forfeited deposit on a sale of hotels by an unconsolidated hospitality venture that did not close.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017 |
|
Better / (Worse)
2017 vs 2016 |
||||||||||
Income before income taxes
|
$
|
951
|
|
|
$
|
722
|
|
|
$
|
282
|
|
|
$
|
229
|
|
|
$
|
440
|
|
Income tax expense
|
(182
|
)
|
|
(332
|
)
|
|
(76
|
)
|
|
150
|
|
|
(256
|
)
|
|||||
Effective tax rate
|
19.1
|
%
|
|
45.9
|
%
|
|
27.0
|
%
|
|
26.8
|
%
|
|
(18.9
|
)%
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Better / (Worse)
|
|
Currency Impact
|
|||||||||||
Comparable owned and leased hotels revenues
|
$
|
1,740
|
|
|
$
|
1,681
|
|
|
$
|
59
|
|
|
3.5
|
%
|
|
$
|
5
|
|
Non-comparable owned and leased hotels revenues
|
149
|
|
|
478
|
|
|
(329
|
)
|
|
(68.9
|
)%
|
|
1
|
|
||||
Total owned and leased hotels revenues
|
1,889
|
|
|
2,159
|
|
|
(270
|
)
|
|
(12.5
|
)%
|
|
6
|
|
||||
Other revenues
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
(100.0
|
)%
|
|
—
|
|
||||
Total segment revenues
|
$
|
1,889
|
|
|
$
|
2,172
|
|
|
$
|
(283
|
)
|
|
(13.0
|
)%
|
|
$
|
6
|
|
•
|
Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, Hyatt Regency Coconut Point Resort and Spa, and Hyatt Regency Mexico City in 2018; and
|
•
|
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, Hyatt Regency Monterey Hotel & Spa on Del Monte Golf Course, Hyatt Regency Grand Cypress, Royal Palms Resort and Spa, and Hyatt Regency Louisville in 2017.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
ADR
|
|||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Better /
(Worse) |
|
Better / (Worse) Constant $
|
|
2018
|
|
2017
|
|
Change in
Occ % pts
|
|
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|||||||||||||||
Comparable owned and leased hotels
|
$
|
177
|
|
|
$
|
170
|
|
|
3.9
|
%
|
|
3.6
|
%
|
|
76.9
|
%
|
|
75.9
|
%
|
|
1.0
|
%
|
|
$
|
230
|
|
|
$
|
225
|
|
|
2.5
|
%
|
|
2.2
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Better / (Worse)
|
|
Currency Impact
|
|||||||||||
Comparable owned and leased hotels revenues
|
$
|
1,863
|
|
|
$
|
1,843
|
|
|
$
|
20
|
|
|
1.1
|
%
|
|
$
|
3
|
|
Non-comparable owned and leased hotels revenues
|
296
|
|
|
296
|
|
|
—
|
|
|
(0.1
|
)%
|
|
(1
|
)
|
||||
Total owned and leased hotels revenues
|
2,159
|
|
|
2,139
|
|
|
20
|
|
|
0.9
|
%
|
|
2
|
|
||||
Other revenues
|
13
|
|
|
—
|
|
|
13
|
|
|
NM
|
|
|
—
|
|
||||
Total segment revenues
|
$
|
2,172
|
|
|
$
|
2,139
|
|
|
$
|
33
|
|
|
1.5
|
%
|
|
$
|
2
|
|
•
|
Hyatt Regency Grand Cypress, Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, Hyatt Regency Louisville, and Hyatt Regency Monterey Hotel & Spa on Del Monte Golf Course in 2017; and
|
•
|
Andaz 5th Avenue and Hyatt Regency Birmingham (U.K.) in 2016.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
|
RevPAR
|
|
Occupancy
|
|
ADR
|
|||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2017
|
|
2016
|
|
Change in
Occ % pts
|
|
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|||||||||||||||
Comparable owned and leased hotels
|
$
|
176
|
|
|
$
|
174
|
|
|
1.0
|
%
|
|
0.9
|
%
|
|
76.7
|
%
|
|
76.9
|
%
|
|
(0.2
|
)%
|
|
$
|
229
|
|
|
$
|
226
|
|
|
1.3
|
%
|
|
1.2
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017
|
|
Better / (Worse)
2017 vs 2016 |
||||||||||||||||
Owned and leased hotels Adjusted EBITDA
|
$
|
373
|
|
|
$
|
417
|
|
|
$
|
416
|
|
|
$
|
(44
|
)
|
|
(10.5
|
)%
|
|
$
|
1
|
|
|
0.2
|
%
|
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
|
55
|
|
|
73
|
|
|
100
|
|
|
(18
|
)
|
|
(23.9
|
)%
|
|
(27
|
)
|
|
(28.0
|
)%
|
|||||
Segment Adjusted EBITDA
|
$
|
428
|
|
|
$
|
490
|
|
|
$
|
516
|
|
|
$
|
(62
|
)
|
|
(12.5
|
)%
|
|
$
|
(26
|
)
|
|
(5.3
|
)%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017
|
|
Better / (Worse)
2017 vs 2016
|
||||||||||||||||
Segment revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management, franchise, and other fees
|
$
|
400
|
|
|
$
|
380
|
|
|
$
|
350
|
|
|
$
|
20
|
|
|
5.2
|
%
|
|
$
|
30
|
|
|
8.6
|
%
|
Contra revenue
|
(13
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(9.5
|
)%
|
|
(1
|
)
|
|
(11.4
|
)%
|
|||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
1,787
|
|
|
1,625
|
|
|
1,607
|
|
|
162
|
|
|
9.9
|
%
|
|
18
|
|
|
1.1
|
%
|
|||||
Total segment revenues
|
$
|
2,174
|
|
|
$
|
1,993
|
|
|
$
|
1,946
|
|
|
$
|
181
|
|
|
9.0
|
%
|
|
$
|
47
|
|
|
2.4
|
%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2018
|
|
2017
|
|
Change in
Occ % pts
|
|
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
Americas full service
|
$
|
159
|
|
|
$
|
154
|
|
|
2.9
|
%
|
|
3.3
|
%
|
|
75.9
|
%
|
|
75.4
|
%
|
|
0.5
|
%
|
|
$
|
209
|
|
|
$
|
205
|
|
|
2.1
|
%
|
|
2.5
|
%
|
Americas select service
|
$
|
108
|
|
|
$
|
107
|
|
|
0.4
|
%
|
|
0.4
|
%
|
|
77.1
|
%
|
|
77.7
|
%
|
|
(0.6
|
)%
|
|
$
|
140
|
|
|
$
|
138
|
|
|
1.2
|
%
|
|
1.2
|
%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2017
|
|
2016
|
|
Change in
Occ % pts
|
|
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
Americas full service
|
$
|
155
|
|
|
$
|
151
|
|
|
2.4
|
%
|
|
2.4
|
%
|
|
75.8
|
%
|
|
75.3
|
%
|
|
0.5
|
%
|
|
$
|
204
|
|
|
$
|
201
|
|
|
1.7
|
%
|
|
1.7
|
%
|
Americas select service
|
$
|
108
|
|
|
$
|
105
|
|
|
2.9
|
%
|
|
2.9
|
%
|
|
78.4
|
%
|
|
77.3
|
%
|
|
1.1
|
%
|
|
$
|
137
|
|
|
$
|
135
|
|
|
1.5
|
%
|
|
1.5
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017
|
|
Better / (Worse)
2017 vs 2016
|
||||||||||||||||
Segment revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management, franchise, and other fees
|
$
|
127
|
|
|
$
|
112
|
|
|
$
|
96
|
|
|
$
|
15
|
|
|
13.1
|
%
|
|
$
|
16
|
|
|
17.3
|
%
|
Contra revenue
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(47.5
|
)%
|
|
—
|
|
|
(25.8
|
)%
|
|||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
95
|
|
|
79
|
|
|
73
|
|
|
16
|
|
|
19.7
|
%
|
|
6
|
|
|
8.3
|
%
|
|||||
Total segment revenues
|
$
|
220
|
|
|
$
|
190
|
|
|
$
|
168
|
|
|
$
|
30
|
|
|
15.7
|
%
|
|
$
|
22
|
|
|
13.4
|
%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2018
|
|
2017
|
|
Change in
Occ % pts
|
|
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
ASPAC full service
|
$
|
155
|
|
|
$
|
148
|
|
|
4.7
|
%
|
|
3.8
|
%
|
|
75.4
|
%
|
|
73.3
|
%
|
|
2.1
|
%
|
|
$
|
206
|
|
|
$
|
202
|
|
|
1.7
|
%
|
|
0.9
|
%
|
ASPAC select service
|
$
|
61
|
|
|
$
|
57
|
|
|
7.1
|
%
|
|
4.4
|
%
|
|
71.9
|
%
|
|
71.6
|
%
|
|
0.3
|
%
|
|
$
|
85
|
|
|
$
|
79
|
|
|
6.8
|
%
|
|
4.0
|
%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2017
|
|
2016
|
|
Change in
Occ % pts
|
|
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
ASPAC full service
|
$
|
148
|
|
|
$
|
140
|
|
|
5.4
|
%
|
|
5.8
|
%
|
|
72.7
|
%
|
|
68.4
|
%
|
|
4.3
|
%
|
|
$
|
203
|
|
|
$
|
205
|
|
|
(0.9
|
)%
|
|
(0.5
|
)%
|
ASPAC select service
|
$
|
86
|
|
|
$
|
86
|
|
|
—
|
%
|
|
1.6
|
%
|
|
86.4
|
%
|
|
85.3
|
%
|
|
1.1
|
%
|
|
$
|
100
|
|
|
$
|
101
|
|
|
(1.2
|
)%
|
|
0.4
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017
|
|
Better / (Worse)
2017 vs 2016
|
||||||||||||||||
Segment revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management, franchise, and other fees
|
$
|
80
|
|
|
$
|
69
|
|
|
$
|
64
|
|
|
$
|
11
|
|
|
14.9
|
%
|
|
$
|
5
|
|
|
9.0
|
%
|
Contra revenue
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8.3
|
)%
|
|
(1
|
)
|
|
(12.1
|
)%
|
|||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
68
|
|
|
58
|
|
|
51
|
|
|
10
|
|
|
17.7
|
%
|
|
7
|
|
|
13.4
|
%
|
|||||
Total segment revenues
|
$
|
143
|
|
|
$
|
122
|
|
|
$
|
111
|
|
|
$
|
21
|
|
|
16.5
|
%
|
|
$
|
11
|
|
|
10.9
|
%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2018
|
|
2017
|
|
Change in
Occ % pts
|
|
2018
|
|
2017
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
EAME/SW Asia full service
|
$
|
127
|
|
|
$
|
120
|
|
|
6.1
|
%
|
|
6.8
|
%
|
|
67.6
|
%
|
|
64.6
|
%
|
|
3.0
|
%
|
|
$
|
188
|
|
|
$
|
185
|
|
|
1.4
|
%
|
|
2.1
|
%
|
EAME/SW Asia select service
|
$
|
70
|
|
|
$
|
67
|
|
|
4.6
|
%
|
|
3.4
|
%
|
|
75.2
|
%
|
|
72.5
|
%
|
|
2.7
|
%
|
|
$
|
93
|
|
|
$
|
92
|
|
|
0.9
|
%
|
|
(0.3
|
)%
|
(Comparable System-wide Hotels)
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
RevPAR
|
|
Occupancy
|
|
ADR
|
||||||||||||||||||||||||||||||||
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
|
2017
|
|
2016
|
|
Change in
Occ % pts
|
|
2017
|
|
2016
|
|
Better /
(Worse)
|
|
Better / (Worse) Constant $
|
||||||||||||||||
EAME/SW Asia full service
|
$
|
123
|
|
|
$
|
117
|
|
|
4.5
|
%
|
|
3.9
|
%
|
|
66.7
|
%
|
|
64.0
|
%
|
|
2.7
|
%
|
|
$
|
184
|
|
|
$
|
183
|
|
|
0.4
|
%
|
|
(0.2
|
)%
|
EAME/SW Asia select service
|
$
|
71
|
|
|
$
|
63
|
|
|
12.0
|
%
|
|
10.3
|
%
|
|
72.9
|
%
|
|
66.8
|
%
|
|
6.1
|
%
|
|
$
|
97
|
|
|
$
|
95
|
|
|
2.5
|
%
|
|
1.0
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
Better / (Worse)
2018 vs 2017
|
|
Better / (Worse)
2017 vs 2016
|
|||||||||||||||||
Revenues
|
$
|
132
|
|
|
$
|
100
|
|
|
$
|
19
|
|
|
$
|
32
|
|
|
31.8
|
%
|
|
$
|
81
|
|
|
414.8
|
%
|
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
NM
|
|
|
$
|
—
|
|
|
NM
|
|
Adjusted EBITDA
|
$
|
(127
|
)
|
|
$
|
(135
|
)
|
|
$
|
(138
|
)
|
|
$
|
8
|
|
|
5.8
|
%
|
|
$
|
3
|
|
|
2.2
|
%
|
•
|
increase of $64 million due to the acquisition of Miraval;
|
•
|
increase of $10 million due to the acquisition of Exhale; and
|
•
|
increase of $7 million in revenues from our co-branded credit card program primarily due to our new agreement that took effect in the second quarter of 2017.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
Change
2018 vs 2017 |
|
Change
2017 vs 2016 |
|||||||||||||||||
Net income attributable to Hyatt Hotels Corporation
|
$
|
769
|
|
|
$
|
389
|
|
|
$
|
206
|
|
|
$
|
380
|
|
|
97.5
|
%
|
|
$
|
183
|
|
|
89.5
|
%
|
Interest expense
|
76
|
|
|
80
|
|
|
76
|
|
|
(4
|
)
|
|
(5.1
|
)%
|
|
4
|
|
|
5.4
|
%
|
|||||
Provision for income taxes
|
182
|
|
|
332
|
|
|
76
|
|
|
(150
|
)
|
|
(45.3
|
)%
|
|
256
|
|
|
337.0
|
%
|
|||||
Depreciation and amortization
|
327
|
|
|
348
|
|
|
326
|
|
|
(21
|
)
|
|
(6.4
|
)%
|
|
22
|
|
|
6.9
|
%
|
|||||
EBITDA
|
1,354
|
|
|
1,149
|
|
|
684
|
|
|
205
|
|
|
17.7
|
%
|
|
465
|
|
|
68.2
|
%
|
|||||
Contra revenue
|
20
|
|
|
18
|
|
|
16
|
|
|
2
|
|
|
12.5
|
%
|
|
2
|
|
|
12.5
|
%
|
|||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
(1,956
|
)
|
|
(1,762
|
)
|
|
(1,731
|
)
|
|
(194
|
)
|
|
(11.0
|
)%
|
|
(31
|
)
|
|
(1.8
|
)%
|
|||||
Costs incurred on behalf of managed and franchised properties
|
1,981
|
|
|
1,782
|
|
|
1,742
|
|
|
199
|
|
|
11.2
|
%
|
|
40
|
|
|
2.3
|
%
|
|||||
Equity earnings from unconsolidated hospitality ventures
|
(8
|
)
|
|
(219
|
)
|
|
(67
|
)
|
|
211
|
|
|
95.9
|
%
|
|
(152
|
)
|
|
(227.3
|
)%
|
|||||
Stock-based compensation expense
|
29
|
|
|
29
|
|
|
25
|
|
|
—
|
|
|
(0.1
|
)%
|
|
4
|
|
|
15.9
|
%
|
|||||
(Gains) losses on sales of real estate
|
(772
|
)
|
|
(236
|
)
|
|
6
|
|
|
(536
|
)
|
|
(226.0
|
)%
|
|
(242
|
)
|
|
NM
|
|
|||||
Asset impairments
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
NM
|
|
|
—
|
|
|
NM
|
|
|||||
Other (income) loss, net
|
49
|
|
|
(42
|
)
|
|
(12
|
)
|
|
91
|
|
|
216.4
|
%
|
|
(30
|
)
|
|
(250.2
|
)%
|
|||||
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
|
55
|
|
|
73
|
|
|
100
|
|
|
(18
|
)
|
|
(23.9
|
)%
|
|
(27
|
)
|
|
(28.0
|
)%
|
|||||
Adjusted EBITDA
|
$
|
777
|
|
|
$
|
792
|
|
|
$
|
763
|
|
|
$
|
(15
|
)
|
|
(1.9
|
)%
|
|
$
|
29
|
|
|
3.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
341
|
|
|
$
|
587
|
|
|
$
|
462
|
|
Investing activities
|
374
|
|
|
457
|
|
|
(372
|
)
|
|||
Financing activities
|
(850
|
)
|
|
(858
|
)
|
|
(96
|
)
|
|||
Effect of exchange rate changes on cash
|
5
|
|
|
(7
|
)
|
|
12
|
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(130
|
)
|
|
$
|
179
|
|
|
$
|
6
|
|
•
|
We sold Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa to an unrelated third party as a portfolio for approximately $992 million, net of closing costs and proration adjustments. Proceeds from the sale of Hyatt Regency Coconut Point Resort and Spa of $221 million were held as restricted for use in a potential like-kind exchange, of which approximately $198 million were subsequently used for acquisitions and the remaining $23 million were released.
|
•
|
We received $360 million of proceeds from the HRMC transaction.
|
•
|
We sold a Hyatt House hotel for approximately
$48 million
, net of closing costs and proration adjustments.
|
•
|
We received $43 million of proceeds from sales activity related to certain equity method investments.
|
•
|
We acquired Two Roads for cash of $415 million, net of $37 million cash acquired, and including the payment of $36 million of additional consideration offset by $4 million of other purchase price adjustments.
|
•
|
We invested
$297 million
in capital expenditures (see "—Capital Expenditures").
|
•
|
We acquired Hyatt Regency Phoenix for a purchase price of approximately $139 million, net of proration adjustments.
|
•
|
We acquired Hyatt Regency Indian Wells Resort & Spa for a net purchase price of approximately $120 million.
|
•
|
We had $41 million of net purchases of marketable securities and short-term investments.
|
•
|
We sold Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch and Royal Palms Resort and Spa for approximately $
296 million
, net of closing costs and proration adjustments.
|
•
|
We received a
$217 million
liquidating distribution from the sale of Avendra to Aramark.
|
•
|
We sold Hyatt Regency Grand Cypress for approximately $202 million, net of closing costs and proration adjustments.
|
•
|
We received $196 million of distributions related to the redemption of our Playa preferred shares.
|
•
|
We sold Hyatt Regency Louisville for approximately $65 million, net of closing costs and proration adjustments.
|
•
|
We sold Hyatt Regency Monterey Hotel & Spa on Del Monte Golf Course for approximately $
58 million
, net of closing costs and proration adjustments.
|
•
|
We sold land and construction in progress for $29 million to an unconsolidated hospitality venture in which we have a 50% ownership interest.
|
•
|
We received $15 million of pre-condemnation proceeds primarily related to a relinquishment of subterranean space at an owned hotel.
|
•
|
We invested
$298 million
in capital expenditures (see "—Capital Expenditures").
|
•
|
We acquired Miraval for approximately $237 million.
|
•
|
We contributed a total of $89 million in investments and held-to-maturity debt securities.
|
•
|
We acquired Exhale for $16 million, net of cash acquired.
|
•
|
We acquired Thompson Miami Beach for approximately
$238 million
.
|
•
|
We invested $211 million in capital expenditures (see "—Capital Expenditures").
|
•
|
We purchased our partners' interest in Andaz Maui at Wailea Resort for
$136 million
, net of cash acquired. Additionally, prior to the acquisition, we contributed $71 million to the unconsolidated hospitality venture and provided $37 million of financing receivables to our partners to repay the venture's third-party debt. Our partners repaid the financing receivables during 2016.
|
•
|
We invested $33 million in unconsolidated hospitality ventures, excluding our contribution to Andaz Maui at Wailea Resort discussed above.
|
•
|
We acquired Royal Palms Resort and Spa for a net purchase price of approximately
$86 million
, net of proration adjustments.
|
•
|
We acquired
$25 million
of land for future development in Philadelphia.
|
•
|
We sold Andaz 5th Avenue for approximately
$240 million
, net of closing costs and proration adjustments.
|
•
|
We received
$132 million
of distributions from unconsolidated hospitality ventures.
|
•
|
We sold the shares of the company that owns Hyatt Regency Birmingham (U.K.) for approximately
$49 million
, net of closing costs and proration adjustments.
|
•
|
We repurchased 12,723,895 shares of Class A and Class B common stock for an aggregate purchase price of $946 million, including shares repurchased under the ASR programs and 244,260 shares delivered in settlement of the November 2017 ASR in 2018, for which payment was made during 2017.
|
•
|
We repaid our outstanding senior notes due 2019 for approximately $203 million, inclusive of a $7 million make-whole premium.
|
•
|
We paid four quarterly cash dividends of $0.15 per share on Class A common stock and Class B common stock totaling $68 million.
|
•
|
We had $20 million of borrowings and $20 million of repayments on our revolving credit facility.
|
•
|
We redeemed the Miraval preferred shares for approximately $10 million.
|
•
|
We issued our senior notes due 2028 and received $396 million of net proceeds, after deducting approximately $4 million of underwriting discounts and offering expenses.
|
•
|
We had $670 million of borrowings and $770 million of repayments on our revolving credit facility.
|
•
|
We repurchased
12,186,308
shares of Class A and Class B common stock for an aggregate purchase price of
$723 million
. Included in the repurchases are
8,213,057
shares repurchased under the ASR programs for an aggregate purchase price of
$480 million
. Subsequent to December 31, 2017, the remaining
$20 million
of shares under the November 2017 ASR was settled as discussed above.
|
•
|
In conjunction with the acquisition of Miraval, we issued
$9 million
of redeemable preferred shares of a subsidiary.
|
•
|
We issued our senior notes due 2026 and received
$396 million
of net proceeds, after deducting approximately
$4 million
of underwriting discounts and offering expenses.
|
•
|
We repaid our outstanding senior notes due 2016 for approximately $254 million, inclusive of a $2 million make-whole premium.
|
•
|
We repaid the senior secured term loan of
$64 million
related to Hyatt Regency Lost Pines Resort and Spa.
|
•
|
We repurchased 5,631,557 shares of Class A and Class B common stock for an aggregate purchase price of $272 million.
|
•
|
We had
$210 million
of borrowings and
$110 million
of repayments on our revolving credit facility.
|
•
|
Excluding the effects of currency, we drew
$13 million
on the construction loan for the development of Grand Hyatt Rio de Janeiro.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Consolidated debt (1)
|
$
|
1,634
|
|
|
$
|
1,451
|
|
Stockholders' equity
|
3,670
|
|
|
3,837
|
|
||
Total capital
|
$
|
5,304
|
|
|
$
|
5,288
|
|
Total debt to total capital
|
30.8
|
%
|
|
27.4
|
%
|
||
Consolidated debt (1)
|
$
|
1,634
|
|
|
$
|
1,451
|
|
Less: Cash and cash equivalents and short-term investments
|
(686
|
)
|
|
(552
|
)
|
||
Net consolidated debt
|
$
|
948
|
|
|
$
|
899
|
|
Net debt to total capital
|
17.9
|
%
|
|
17.0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Maintenance and technology
|
$
|
81
|
|
|
$
|
80
|
|
|
$
|
68
|
|
Enhancements to existing properties
|
137
|
|
|
166
|
|
|
72
|
|
|||
Investment in new properties under development or recently opened
|
79
|
|
|
52
|
|
|
71
|
|
|||
Total capital expenditures
|
$
|
297
|
|
|
$
|
298
|
|
|
$
|
211
|
|
Description
|
|
Principal
Amount
|
||
$250 million senior unsecured notes maturing in 2021—5.375%
|
|
$
|
250
|
|
$350 million senior unsecured notes maturing in 2023—3.375%
|
|
350
|
|
|
$400 million senior unsecured notes maturing in 2026—4.850%
|
|
400
|
|
|
$400 million senior unsecured notes maturing in 2028—4.375%
|
|
400
|
|
|
Total Senior Notes
|
|
$
|
1,400
|
|
•
|
create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or
|
•
|
enter into any sale and leaseback transactions with respect to our principal properties.
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|||||||||||||||
Debt (1)
|
$
|
2,206
|
|
|
$
|
86
|
|
|
$
|
84
|
|
|
$
|
334
|
|
|
$
|
70
|
|
|
$
|
420
|
|
|
$
|
1,212
|
|
Capital lease obligations (1)
|
17
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|||||||
Operating lease obligations
|
651
|
|
|
46
|
|
|
42
|
|
|
42
|
|
|
38
|
|
|
35
|
|
|
448
|
|
|||||||
Purchase obligations (2)
|
256
|
|
|
232
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other long-term liabilities (3)
|
387
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
382
|
|
|||||||
Total contractual obligations
|
$
|
3,517
|
|
|
$
|
368
|
|
|
$
|
154
|
|
|
$
|
379
|
|
|
$
|
111
|
|
|
$
|
458
|
|
|
$
|
2,047
|
|
|
|
|
Amount of Guarantee Commitments Expiration by Period
|
||||||||||||||||||||||||
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|||||||||||||||
Performance guarantees (1)
|
$
|
257
|
|
|
$
|
46
|
|
|
$
|
175
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
24
|
|
Debt repayment and other guarantees (2)
|
717
|
|
|
71
|
|
|
556
|
|
|
38
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|||||||
Total guarantee commitments
|
$
|
974
|
|
|
$
|
117
|
|
|
$
|
731
|
|
|
$
|
41
|
|
|
$
|
57
|
|
|
$
|
4
|
|
|
$
|
24
|
|
|
|
|
Amount of Investment Commitments Expected Funding by Period
|
||||||||||||||||||||||||
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|||||||||||||||
Investment commitments
|
$
|
283
|
|
|
$
|
154
|
|
|
$
|
67
|
|
|
$
|
32
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
20
|
|
|
Maturities by Period
|
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total carrying amount (1)
|
|
Total fair value
|
||||||||||||||||
Fixed-rate debt
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
255
|
|
|
$
|
5
|
|
|
$
|
355
|
|
|
$
|
959
|
|
|
$
|
1,583
|
|
|
$
|
1,584
|
|
Average interest rate (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
4.51
|
%
|
|
|
|||||||||||||||
Floating-rate debt (3)
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
31
|
|
|
$
|
55
|
|
|
$
|
67
|
|
Average interest rate (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.95
|
%
|
|
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
|
|
|
Weighted-average exercise price of outstanding options
|
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
|
|||
Equity Compensation Plans Approved by Security Holders
|
|
4,893,341
|
|
(1)
|
|
$50.71
|
(2)
|
|
4,349,422
|
|
(3)
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
—
|
|
|
|
—
|
|
|
|
1,469,195
|
|
(4)
|
Total
|
|
4,893,341
|
|
|
|
$50.71
|
|
|
5,818,617
|
|
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedule.
|
(a)
|
Financial Statements
|
|
Page
|
F- 1
|
|
F- 2
|
|
F- 3
|
|
F- 4
|
|
F- 5
|
|
F- 6
|
|
F- 7
|
|
F- 10
|
|
F- 11
|
(b)
|
Financial Statement Schedule
|
(c)
|
Exhibits
|
Item 16.
|
Form 10-K Summary.
|
|
HYATT HOTELS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Mark S. Hoplamazian
|
|
|
Mark S. Hoplamazian
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: February 14, 2019
|
|
|
Signature
|
Titles
|
Date
|
|
|
|
/s/ Mark S. Hoplamazian
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
February 14, 2019
|
Mark S. Hoplamazian
|
||
/s/ Joan Bottarini
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
February 14, 2019
|
Joan Bottarini
|
||
/s/ Bradley O'Bryan
|
Senior Vice President, Corporate Controller (Principal Accounting Officer)
|
February 14, 2019
|
Bradley O'Bryan
|
||
/s/ Thomas J. Pritzker
|
Executive Chairman of the Board
|
February 14, 2019
|
Thomas J. Pritzker
|
|
|
/s/ Paul D. Ballew
|
Director
|
February 14, 2019
|
Paul D. Ballew
|
|
|
/s/ Susan D. Kronick
|
Director
|
February 14, 2019
|
Susan D. Kronick
|
|
|
/s/ Mackey J. McDonald
|
Director
|
February 14, 2019
|
Mackey J. McDonald
|
|
|
/s/ Cary D. McMillan
|
Director
|
February 14, 2019
|
Cary D. McMillan
|
|
|
/s/ Pamela M. Nicholson
|
Director
|
February 14, 2019
|
Pamela M. Nicholson
|
|
|
/s/ Jason Pritzker
|
Director
|
February 14, 2019
|
Jason Pritzker
|
|
|
/s/ Michael A. Rocca
|
Director
|
February 14, 2019
|
Michael A. Rocca
|
|
|
/s/ Richard C. Tuttle
|
Director
|
February 14, 2019
|
Richard C. Tuttle
|
|
|
/s/ James H. Wooten, Jr.
|
Director
|
February 14, 2019
|
James H. Wooten, Jr.
|
|
/s/ Mark S. Hoplamazian
|
Mark S. Hoplamazian
President & Chief Executive Officer
|
/s/ Joan Bottarini
|
Joan Bottarini
Executive Vice President, Chief Financial Officer
|
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Owned and leased hotels
|
$
|
1,918
|
|
|
$
|
2,184
|
|
|
$
|
2,097
|
|
Management, franchise, and other fees
|
552
|
|
|
498
|
|
|
441
|
|
|||
Amortization of management and franchise agreement assets constituting payments to customers
|
(20
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|||
Net management, franchise, and other fees
|
532
|
|
|
480
|
|
|
425
|
|
|||
Other revenues
|
48
|
|
|
36
|
|
|
12
|
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
1,956
|
|
|
1,762
|
|
|
1,731
|
|
|||
Total revenues
|
4,454
|
|
|
4,462
|
|
|
4,265
|
|
|||
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
|
|
|
|
|
|
||||||
Owned and leased hotels
|
1,446
|
|
|
1,664
|
|
|
1,597
|
|
|||
Depreciation and amortization
|
327
|
|
|
348
|
|
|
326
|
|
|||
Other direct costs
|
48
|
|
|
31
|
|
|
17
|
|
|||
Selling, general, and administrative
|
320
|
|
|
377
|
|
|
315
|
|
|||
Costs incurred on behalf of managed and franchised properties
|
1,981
|
|
|
1,782
|
|
|
1,742
|
|
|||
Direct and selling, general, and administrative expenses
|
4,122
|
|
|
4,202
|
|
|
3,997
|
|
|||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts
|
(11
|
)
|
|
45
|
|
|
17
|
|
|||
Equity earnings from unconsolidated hospitality ventures
|
8
|
|
|
219
|
|
|
67
|
|
|||
Interest expense
|
(76
|
)
|
|
(80
|
)
|
|
(76
|
)
|
|||
Gains (losses) on sales of real estate
|
772
|
|
|
236
|
|
|
(6
|
)
|
|||
Asset impairments
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
Other income (loss), net
|
(49
|
)
|
|
42
|
|
|
12
|
|
|||
INCOME BEFORE INCOME TAXES
|
951
|
|
|
722
|
|
|
282
|
|
|||
PROVISION FOR INCOME TAXES
|
(182
|
)
|
|
(332
|
)
|
|
(76
|
)
|
|||
NET INCOME
|
769
|
|
|
390
|
|
|
206
|
|
|||
NET INCOME AND ACCRETION ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
|
$
|
769
|
|
|
$
|
389
|
|
|
$
|
206
|
|
EARNINGS PER SHARE—Basic
|
|
|
|
|
|
||||||
Net income
|
$
|
6.79
|
|
|
$
|
3.13
|
|
|
$
|
1.55
|
|
Net income attributable to Hyatt Hotels Corporation
|
$
|
6.79
|
|
|
$
|
3.12
|
|
|
$
|
1.55
|
|
EARNINGS PER SHARE—Diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
6.68
|
|
|
$
|
3.09
|
|
|
$
|
1.53
|
|
Net income attributable to Hyatt Hotels Corporation
|
$
|
6.68
|
|
|
$
|
3.08
|
|
|
$
|
1.53
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
769
|
|
|
$
|
390
|
|
|
$
|
206
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax (benefit) expense of $(1), $1, and $- for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively
|
52
|
|
|
56
|
|
|
(42
|
)
|
|||
Unrecognized pension cost, net of tax expense of $1, $-, and $- for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively
|
2
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gains (losses) on available-for-sale debt securities, net of tax expense of $- for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively, and unrealized gains (losses) on available-for-sale equity securities, net of tax expense (benefit) of $23 and $(4) for the years ended December 31, 2017 and December 31, 2016, respectively
|
—
|
|
|
35
|
|
|
(6
|
)
|
|||
Unrealized gains (losses) on derivative activity, net of tax expense of $-, $-, and $1 for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, respectively
|
(1
|
)
|
|
1
|
|
|
1
|
|
|||
Other comprehensive income (loss)
|
53
|
|
|
92
|
|
|
(47
|
)
|
|||
COMPREHENSIVE INCOME
|
822
|
|
|
482
|
|
|
159
|
|
|||
COMPREHENSIVE INCOME AND ACCRETION ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
|
$
|
822
|
|
|
$
|
481
|
|
|
$
|
159
|
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
570
|
|
|
$
|
503
|
|
Restricted cash
|
33
|
|
|
234
|
|
||
Short-term investments
|
116
|
|
|
49
|
|
||
Receivables, net of allowances of $26 and $21 at December 31, 2018 and December 31, 2017, respectively
|
427
|
|
|
350
|
|
||
Inventories
|
14
|
|
|
14
|
|
||
Prepaids and other assets
|
149
|
|
|
153
|
|
||
Prepaid income taxes
|
36
|
|
|
24
|
|
||
Total current assets
|
1,345
|
|
|
1,327
|
|
||
Investments
|
233
|
|
|
212
|
|
||
Property and equipment, net
|
3,608
|
|
|
4,034
|
|
||
Financing receivables, net of allowances
|
13
|
|
|
19
|
|
||
Goodwill
|
283
|
|
|
150
|
|
||
Intangibles, net
|
628
|
|
|
305
|
|
||
Deferred tax assets
|
180
|
|
|
141
|
|
||
Other assets
|
1,353
|
|
|
1,384
|
|
||
TOTAL ASSETS
|
$
|
7,643
|
|
|
$
|
7,572
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
11
|
|
|
$
|
11
|
|
Accounts payable
|
151
|
|
|
136
|
|
||
Accrued expenses and other current liabilities
|
361
|
|
|
352
|
|
||
Current contract liabilities
|
388
|
|
|
348
|
|
||
Accrued compensation and benefits
|
150
|
|
|
145
|
|
||
Total current liabilities
|
1,061
|
|
|
992
|
|
||
Long-term debt
|
1,623
|
|
|
1,440
|
|
||
Long-term contract liabilities
|
442
|
|
|
424
|
|
||
Other long-term liabilities
|
840
|
|
|
863
|
|
||
Total liabilities
|
3,966
|
|
|
3,719
|
|
||
Commitments and contingencies (see Note 15)
|
|
|
|
||||
Redeemable noncontrolling interest in preferred shares of a subsidiary
|
—
|
|
|
10
|
|
||
EQUITY:
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding as of December 31, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 39,507,817 issued and outstanding at December 31, 2018, and Class B common stock, $0.01 par value per share, 399,110,240 shares authorized, 67,115,828 shares issued and outstanding at December 31, 2018. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 48,231,149 issued and outstanding at December 31, 2017, and Class B common stock, $0.01 par value per share, 402,748,249 shares authorized, 70,753,837 shares issued and outstanding at December 31, 2017
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
50
|
|
|
967
|
|
||
Retained earnings
|
3,819
|
|
|
3,054
|
|
||
Accumulated other comprehensive loss
|
(200
|
)
|
|
(185
|
)
|
||
Total stockholders' equity
|
3,670
|
|
|
3,837
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
7
|
|
|
6
|
|
||
Total equity
|
3,677
|
|
|
3,843
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
|
$
|
7,643
|
|
|
$
|
7,572
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
769
|
|
|
$
|
390
|
|
|
$
|
206
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
327
|
|
|
348
|
|
|
326
|
|
|||
Amortization of share awards
|
28
|
|
|
32
|
|
|
26
|
|
|||
Deferred income taxes
|
(33
|
)
|
|
56
|
|
|
(12
|
)
|
|||
Impairment of assets
|
47
|
|
|
—
|
|
|
—
|
|
|||
Equity earnings from unconsolidated hospitality ventures
|
(8
|
)
|
|
(219
|
)
|
|
(67
|
)
|
|||
Amortization of management and franchise agreement assets constituting payments to customers
|
20
|
|
|
18
|
|
|
16
|
|
|||
(Gains) losses on sales of real estate
|
(772
|
)
|
|
(236
|
)
|
|
6
|
|
|||
Realized losses, net
|
3
|
|
|
41
|
|
|
4
|
|
|||
Distributions from unconsolidated hospitality ventures
|
17
|
|
|
29
|
|
|
35
|
|
|||
Other
|
22
|
|
|
3
|
|
|
(42
|
)
|
|||
Increase (decrease) in cash attributable to changes in assets and liabilities
|
|
|
|
|
|
||||||
Receivables, net
|
14
|
|
|
(37
|
)
|
|
(14
|
)
|
|||
Inventories
|
—
|
|
|
12
|
|
|
2
|
|
|||
Prepaid income taxes
|
(5
|
)
|
|
14
|
|
|
21
|
|
|||
Accounts payable, accrued expenses, and other current liabilities
|
(80
|
)
|
|
102
|
|
|
7
|
|
|||
Accrued compensation and benefits
|
6
|
|
|
22
|
|
|
7
|
|
|||
Other long-term liabilities
|
51
|
|
|
53
|
|
|
34
|
|
|||
Other, net
|
(65
|
)
|
|
(41
|
)
|
|
(93
|
)
|
|||
Net cash provided by operating activities
|
341
|
|
|
587
|
|
|
462
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of marketable securities and short-term investments
|
$
|
(665
|
)
|
|
$
|
(469
|
)
|
|
$
|
(464
|
)
|
Proceeds from marketable securities and short-term investments
|
624
|
|
|
480
|
|
|
457
|
|
|||
Contributions to equity method and other investments
|
(60
|
)
|
|
(89
|
)
|
|
(107
|
)
|
|||
Return of equity method and other investments
|
51
|
|
|
425
|
|
|
132
|
|
|||
Acquisitions, net of cash acquired
|
(678
|
)
|
|
(259
|
)
|
|
(492
|
)
|
|||
Capital expenditures
|
(297
|
)
|
|
(298
|
)
|
|
(211
|
)
|
|||
Issuance of financing receivables
|
(2
|
)
|
|
—
|
|
|
(38
|
)
|
|||
Proceeds from financing receivables
|
—
|
|
|
—
|
|
|
38
|
|
|||
Proceeds from sales of real estate, net of cash disposed
|
1,382
|
|
|
663
|
|
|
289
|
|
|||
Pre-condemnation proceeds
|
7
|
|
|
15
|
|
|
—
|
|
|||
Other investing activities
|
12
|
|
|
(11
|
)
|
|
24
|
|
|||
Net cash provided by (used in) investing activities
|
374
|
|
|
457
|
|
|
(372
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from debt, net of issuance costs of $4, $-, and $4, respectively
|
416
|
|
|
670
|
|
|
620
|
|
|||
Repayments of debt
|
(231
|
)
|
|
(782
|
)
|
|
(438
|
)
|
|||
Repurchase of common stock
|
(946
|
)
|
|
(743
|
)
|
|
(272
|
)
|
|||
Proceeds from redeemable noncontrolling interest in preferred shares in a subsidiary
|
—
|
|
|
9
|
|
|
—
|
|
|||
Repayments of redeemable noncontrolling interest in preferred shares in a subsidiary
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(68
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities
|
(11
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Net cash used in financing activities
|
(850
|
)
|
|
(858
|
)
|
|
(96
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
5
|
|
|
(7
|
)
|
|
12
|
|
|||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(130
|
)
|
|
179
|
|
|
6
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—BEGINNING OF YEAR
|
752
|
|
|
573
|
|
|
567
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—END OF PERIOD
|
$
|
622
|
|
|
$
|
752
|
|
|
$
|
573
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
570
|
|
|
$
|
503
|
|
|
$
|
482
|
|
Restricted cash (see Note 2)
|
33
|
|
|
234
|
|
|
76
|
|
|||
Restricted cash included in other assets (see Note 2)
|
19
|
|
|
15
|
|
|
15
|
|
|||
Total cash, cash equivalents, and restricted cash
|
$
|
622
|
|
|
$
|
752
|
|
|
$
|
573
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid during the period for interest
|
$
|
73
|
|
|
$
|
80
|
|
|
$
|
75
|
|
Cash paid during the period for income taxes
|
$
|
292
|
|
|
$
|
175
|
|
|
$
|
95
|
|
Non-cash investing and financing activities are as follows:
|
|
|
|
|
|
||||||
Non-cash contributions to equity method investments (see Note 4, Note 15)
|
$
|
61
|
|
|
$
|
5
|
|
|
$
|
13
|
|
Non-cash issuance of financing receivables (see Note 6, Note 7)
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Change in accrued capital expenditures
|
$
|
13
|
|
|
$
|
9
|
|
|
$
|
2
|
|
Non-cash management and franchise agreement assets constituting payments to customers
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
47
|
|
Contingent liability (see Note 7)
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Total
|
|
Common Stock Amount
|
|
Additional Paid-in Capital
|
|
Retained Earnings (1)
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests in Consolidated Subsidiaries
|
||||||||||||
BALANCE—January 1, 2016
|
$
|
4,165
|
|
|
$
|
1
|
|
|
$
|
1,931
|
|
|
$
|
2,459
|
|
|
$
|
(230
|
)
|
|
$
|
4
|
|
Total comprehensive income
|
159
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
(47
|
)
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Repurchase of common stock
|
(272
|
)
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Directors compensation
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee stock plan issuance
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based payment activity
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
BALANCE—December 31, 2016
|
$
|
4,080
|
|
|
$
|
1
|
|
|
$
|
1,686
|
|
|
$
|
2,665
|
|
|
$
|
(277
|
)
|
|
$
|
5
|
|
Total comprehensive income
|
481
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|
92
|
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Repurchase of common stock
|
(743
|
)
|
|
—
|
|
|
(743
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Directors compensation
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee stock plan issuance
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based payment activity
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
BALANCE—December 31, 2017
|
$
|
3,843
|
|
|
$
|
1
|
|
|
$
|
967
|
|
|
$
|
3,054
|
|
|
$
|
(185
|
)
|
|
$
|
6
|
|
Effect of the adoption of ASU 2016-01 and ASU 2016-16 (see Note 2)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
64
|
|
|
(68
|
)
|
|
—
|
|
||||||
BALANCE—January 1, 2018
|
$
|
3,839
|
|
|
$
|
1
|
|
|
$
|
967
|
|
|
$
|
3,118
|
|
|
$
|
(253
|
)
|
|
$
|
6
|
|
Total comprehensive income
|
822
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
53
|
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Repurchase of common stock
|
(946
|
)
|
|
—
|
|
|
(946
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Directors compensation
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employee stock plan issuance
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based payment activity
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends (see Note 16)
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
||||||
BALANCE—December 31, 2018
|
$
|
3,677
|
|
|
$
|
1
|
|
|
$
|
50
|
|
|
$
|
3,819
|
|
|
$
|
(200
|
)
|
|
$
|
7
|
|
(1) Includes cumulative adjustments of $312 million, $172 million, and $170 million for the years ended December 31, 2017 and December 31, 2016, and at January 1, 2016, respectively, as a result of the adoption of ASU 2014-09 as of January 1, 2016 (see Note 2).
|
•
|
Owned and leased hotels revenues
—Owned and leased hotels revenues are derived from room rentals and services provided at our owned and leased hotels. We present revenues net of sales, occupancy, and other taxes. Taxes collected on behalf of and remitted to governmental taxing authorities are excluded from the transaction price of the underlying products and services.
|
•
|
Management, franchise, and other fees
—Management fees primarily consist of a base fee, which is generally calculated as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Included within the aforementioned management fees are royalty fees that we earn in exchange for providing access to Hyatt's intellectual property ("IP"). Franchise fees consist of an initial fee and ongoing royalty fees computed as a percentage of gross room revenues and, as applicable, food and beverage revenues. Other fees include license fee revenues associated with the licensing of the Hyatt brand names through our co-branded credit card program.
|
•
|
Net management, franchise, and other fees
—Management, franchise, and other fees are reduced by the amortization of management and franchise agreement assets constituting payments to customers. Consideration provided to customers is recognized in other assets and amortized over the expected customer life, which is typically the initial term of the management or franchise agreement.
|
•
|
Other revenues
—Other revenues include revenues from the sale of promotional awards through our co-branded credit cards and spa and fitness revenues from Exhale.
|
•
|
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
—Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties represent the reimbursement of costs incurred on behalf of the owners of properties. These costs relate primarily to payroll costs at managed properties where we are the employer, cost associated with sales, reservations, technology, and marketing services (collectively, "system-wide services"), and the cost of the loyalty program operated on behalf of owners.
|
•
|
License to Hyatt's IP, including the Hyatt brand names
—We receive variable consideration from third-party hotel owners in exchange for providing access to our IP, including the Hyatt brand names. The license represents a license of symbolic IP and in exchange for providing the license, Hyatt receives sales-based royalty fees. Fees are generally payable on a monthly basis as the third-party hotel owners derive value from access to our IP. Royalty fees are recognized over time as services are rendered. Under our franchise agreements, we also receive initial fees from third-party hotel owners. The initial fees do not represent a distinct performance obligation and, therefore, are combined with the royalty fees and deferred and recognized through management, franchise, and other fees over the expected customer life, which is typically the initial term of the franchise agreement.
|
•
|
System-wide services
—We provide system-wide services on behalf of owners of managed and franchised properties. The promise to provide system-wide services is not a distinct performance obligation because it is attendant to the license of our IP. Therefore, the promise to provide system-wide services is combined with the license of our IP to form a single performance obligation. We have two accounting models depending on the terms of the agreements:
|
•
|
Cost reimbursement model
—Third-party hotel owners are required to reimburse us for all costs incurred to operate the system-wide programs with no added margin. The reimbursements are recognized over time within revenues for the reimbursement of costs incurred on behalf of managed and franchised properties. We have discretion over how we spend program revenues and, therefore, we are the principal. Expenses incurred related to the system-wide programs are recognized within costs incurred on behalf of managed and franchised properties. The reimbursement of system-wide services is billed monthly based upon an annual estimate of costs to be incurred and recognized as revenue commensurate with incurring the cost. To the extent that actual costs vary from estimated costs, a true-up billing or refund is issued to the hotels. Any amounts collected and not yet recognized as revenues are deferred and classified as contract liabilities. Any costs incurred in excess of revenues collected are classified as receivables.
|
•
|
Fund model
—Third-party hotel owners are invoiced a system-wide assessment fee primarily based on a percentage of hotel revenues on a monthly basis. We recognize the revenues over time as services are provided through revenues for the reimbursement of costs incurred on behalf of managed and franchised properties. We have discretion over how we spend program revenues and, therefore, we are the principal. Expenses related to the system-wide programs are recognized as incurred through costs incurred on behalf of managed and franchised properties. Over time, we manage the system-wide programs to break-even, but the timing of the revenue received from the owners may not align with the timing of the expenses to operate the programs. Therefore, the difference between the revenues and expenses may impact our net income.
|
•
|
Hotel management agreement services
—Under the terms of our management agreements, we provide hotel management agreement services, which form a single performance obligation that qualifies as a series. In exchange, we receive variable consideration in the form of management fees, which are comprised of base and incentive fees. Incentive fees are typically subject to the achievement of certain profitability targets, and therefore, we apply judgment in determining the amount of incentive fees recognized each period. Incentive fees revenue is recognized to the extent it is probable that we will not reverse a significant portion of the fees in a subsequent period. We rely on internal financial forecasts and historical trends to estimate the amount of incentive fees revenue recognized and the probability that incentive fees will reverse in the future. Generally, base management fees are due and payable on a monthly basis as services are provided, and incentive fees are due and payable based on the terms of the agreement, but at a minimum, incentive fees are billed and collected annually. Revenue is recognized over time as services are rendered.
|
•
|
Loyalty program administration
—We administer the loyalty program for the benefit of Hyatt's portfolio of properties during the period of their participation in the loyalty program. Under the program, members earn
|
•
|
revenues and operating profits earned by the hotels during the reporting period for access to Hyatt's IP, as it is indicative of the value third-party owners derive;
|
•
|
revenues and operating profits of the hotels for the promise to provide management agreement services to the hotels;
|
•
|
award night redemptions for the administration of the loyalty program performance obligation; and
|
•
|
cardholder spend for the license to the Hyatt name through our co-branded credit cards, as it is indicative of the value our partner derives from the use of our name.
|
•
|
$16 million
and
$12 million
, respectively, related to debt service on bonds acquired in connection with the acquisition of the entity that owned Grand Hyatt San Antonio (see Note
10
); in addition, we have
$12 million
and
$11 million
, respectively, recorded in other assets;
|
•
|
$9 million
related to our captive insurance subsidiary for minimum capital and surplus requirements in accordance with local insurance regulations (see Note
15
); and
|
•
|
$207 million
at
December 31, 2017
related to sale proceeds from the disposition of Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch pursuant to a like-kind exchange (see Note
7
);
|
•
|
Equity securities consist of interest-bearing money market funds, mutual funds, common shares, and preferred shares. Equity securities with a readily determinable fair value are recorded at fair value on our consolidated balance sheets based on listed market prices or dealer quotations where available. Equity securities without a readily determinable fair value are recognized at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Net gains and losses, both realized and unrealized, on equity securities are recognized in other income (loss), net on our consolidated statements of income.
|
•
|
Debt securities include preferred shares, time deposits, and fixed income securities, including U.S. government obligations, obligations of other government agencies, corporate debt, mortgage-backed and asset-backed securities, and municipal and provincial notes and bonds. Debt securities are classified as either trading, available-for-sale ("AFS"), or held-to-maturity ("HTM").
|
•
|
Trading securities—recognized at fair value based on listed market prices or dealer price quotations, where available. Net gains and losses, both realized and unrealized, on trading securities are recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts or other income (loss), net, depending on the nature of the investment, on our consolidated statements of income.
|
•
|
AFS securities—recognized at fair value based on listed market prices or dealer price quotations, where available. Unrealized gains and losses on AFS debt securities are recognized in accumulated other comprehensive loss on our consolidated balance sheets. Realized gains and losses on debt securities are recognized in other income (loss), net on our consolidated statements of income.
|
•
|
HTM securities—debt security investments which we have the ability to hold until maturity and are recorded at amortized cost.
|
Management and franchise agreement intangibles
|
Expected customer life, which is generally the initial term of the management or franchise agreement
|
Lease related intangibles
|
Lease term
|
Advanced booking intangibles
|
Period of the advanced bookings
|
•
|
Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;
|
•
|
Level Two—Fair values based on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability; and
|
•
|
Level Three—Fair values based on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.
|
•
|
SARs
—Each vested SAR gives the holder the right to the difference between the value of one share of our Class A common stock at the exercise date and the value of one share of our Class A common stock at the grant date. Vested SARs can be exercised over their life as determined in accordance with the LTIP. All SARs have a
10
-year contractual term, are settled in shares of our Class A common stock and are accounted for as equity instruments.
|
•
|
RSUs
—Each vested RSU will generally be settled by delivery of a single share of our Class A common stock and therefore is accounted for as an equity instrument. In certain situations, we also grant a limited number of cash-settled RSUs, which are recorded as a liability instrument. The cash-settled RSUs represent an insignificant portion of certain previous grants.
|
•
|
PSUs
—The Company has granted PSUs to certain executive officers. PSUs vest and are settled in Class A common stock based upon the performance of the Company through the end of the applicable
three
-year performance period relative to the applicable performance target and are generally subject to continued employment through the applicable performance period. The PSUs will vest at the end of the performance period only if the performance threshold is met and continued service requirements are satisfied; there is no interim performance metric except in the case of certain change in control transactions.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
$
|
(9
|
)
|
|
$
|
4
|
|
Investing activities
|
167
|
|
|
(23
|
)
|
||
Financing activities
|
—
|
|
|
—
|
|
||
Cash, cash equivalents, and restricted cash—beginning of year
|
91
|
|
|
110
|
|
||
Cash, cash equivalents, and restricted cash—end of period
|
$
|
249
|
|
|
$
|
91
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
As Reported
|
|
Effect of the adoption of
ASU 2014-09 |
|
As Adjusted
|
|
As Reported
|
|
Effect of the adoption of
ASU 2014-09 |
|
As Adjusted
|
||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
$
|
2,192
|
|
|
$
|
(8
|
)
|
|
$
|
2,184
|
|
|
$
|
2,108
|
|
|
$
|
(11
|
)
|
|
$
|
2,097
|
|
Management, franchise, and other fees
|
505
|
|
|
(7
|
)
|
|
498
|
|
|
448
|
|
|
(7
|
)
|
|
441
|
|
||||||
Amortization of management and franchise agreement assets constituting payments to customers
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Net management, franchise, and other fees
|
505
|
|
|
(25
|
)
|
|
480
|
|
|
448
|
|
|
(23
|
)
|
|
425
|
|
||||||
Other revenues
|
70
|
|
|
(34
|
)
|
|
36
|
|
|
40
|
|
|
(28
|
)
|
|
12
|
|
||||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
1,918
|
|
|
(156
|
)
|
|
1,762
|
|
|
1,833
|
|
|
(102
|
)
|
|
1,731
|
|
||||||
Total revenues
|
4,685
|
|
|
(223
|
)
|
|
4,462
|
|
|
4,429
|
|
|
(164
|
)
|
|
4,265
|
|
||||||
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owned and leased hotels
|
1,674
|
|
|
(10
|
)
|
|
1,664
|
|
|
1,610
|
|
|
(13
|
)
|
|
1,597
|
|
||||||
Depreciation and amortization
|
366
|
|
|
(18
|
)
|
|
348
|
|
|
342
|
|
|
(16
|
)
|
|
326
|
|
||||||
Other direct costs
|
46
|
|
|
(15
|
)
|
|
31
|
|
|
30
|
|
|
(13
|
)
|
|
17
|
|
||||||
Selling, general, and administrative
|
379
|
|
|
(2
|
)
|
|
377
|
|
|
315
|
|
|
—
|
|
|
315
|
|
||||||
Costs incurred on behalf of managed and franchised properties
|
1,918
|
|
|
(136
|
)
|
|
1,782
|
|
|
1,833
|
|
|
(91
|
)
|
|
1,742
|
|
||||||
Direct and selling, general, and administrative expenses
|
4,383
|
|
|
(181
|
)
|
|
4,202
|
|
|
4,130
|
|
|
(133
|
)
|
|
3,997
|
|
||||||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts
|
47
|
|
|
(2
|
)
|
|
45
|
|
|
19
|
|
|
(2
|
)
|
|
17
|
|
||||||
Equity earnings (losses) from unconsolidated hospitality ventures
|
220
|
|
|
(1
|
)
|
|
219
|
|
|
68
|
|
|
(1
|
)
|
|
67
|
|
||||||
Interest expense
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
||||||
Gains (losses) on sales of real estate
|
51
|
|
|
185
|
|
|
236
|
|
|
(23
|
)
|
|
17
|
|
|
(6
|
)
|
||||||
Other income (loss), net
|
33
|
|
|
9
|
|
|
42
|
|
|
2
|
|
|
10
|
|
|
12
|
|
||||||
INCOME BEFORE INCOME TAXES
|
573
|
|
|
149
|
|
|
722
|
|
|
289
|
|
|
(7
|
)
|
|
282
|
|
||||||
PROVISION FOR INCOME TAXES
|
(323
|
)
|
|
(9
|
)
|
|
(332
|
)
|
|
(85
|
)
|
|
9
|
|
|
(76
|
)
|
||||||
NET INCOME
|
250
|
|
|
140
|
|
|
390
|
|
|
204
|
|
|
2
|
|
|
206
|
|
||||||
NET INCOME AND ACCRETION ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION
|
$
|
249
|
|
|
$
|
140
|
|
|
$
|
389
|
|
|
$
|
204
|
|
|
$
|
2
|
|
|
$
|
206
|
|
EARNINGS PER SHARE—Basic
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
2.00
|
|
|
$
|
1.13
|
|
|
$
|
3.13
|
|
|
$
|
1.53
|
|
|
$
|
0.02
|
|
|
$
|
1.55
|
|
Net income attributable to Hyatt Hotels Corporation
|
$
|
1.99
|
|
|
$
|
1.13
|
|
|
$
|
3.12
|
|
|
$
|
1.53
|
|
|
$
|
0.02
|
|
|
$
|
1.55
|
|
EARNINGS PER SHARE—Diluted
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
1.98
|
|
|
$
|
1.11
|
|
|
$
|
3.09
|
|
|
$
|
1.52
|
|
|
$
|
0.01
|
|
|
$
|
1.53
|
|
Net income attributable to Hyatt Hotels Corporation
|
$
|
1.97
|
|
|
$
|
1.11
|
|
|
$
|
3.08
|
|
|
$
|
1.52
|
|
|
$
|
0.01
|
|
|
$
|
1.53
|
|
|
December 31, 2017
|
|
January 1, 2018
|
||||||||||||||||
|
As Reported |
|
Effect of the adoption of
ASU 2014-09 |
|
As Adjusted |
|
Effect of the adoption of ASU 2016-01 and ASU 2016-16
|
|
As Adjusted
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments
|
$
|
211
|
|
|
$
|
1
|
|
|
$
|
212
|
|
|
$
|
(27
|
)
|
|
$
|
185
|
|
Intangibles, net
|
683
|
|
|
(378
|
)
|
|
305
|
|
|
—
|
|
|
305
|
|
|||||
Deferred tax assets
|
242
|
|
|
(101
|
)
|
|
141
|
|
|
1
|
|
|
142
|
|
|||||
Other assets
|
1,006
|
|
|
378
|
|
|
1,384
|
|
|
22
|
|
|
1,406
|
|
|||||
TOTAL ASSETS
|
7,672
|
|
|
(100
|
)
|
|
7,572
|
|
|
(4
|
)
|
|
7,568
|
|
|||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
175
|
|
|
$
|
(39
|
)
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
Accrued expenses and other current liabilities
|
635
|
|
|
(283
|
)
|
|
352
|
|
|
—
|
|
|
352
|
|
|||||
Current contract liabilities
|
—
|
|
|
348
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|||||
Long-term contract liabilities
|
—
|
|
|
424
|
|
|
424
|
|
|
—
|
|
|
424
|
|
|||||
Other long-term liabilities
|
1,725
|
|
|
(862
|
)
|
|
863
|
|
|
—
|
|
|
863
|
|
|||||
Total liabilities
|
4,131
|
|
|
(412
|
)
|
|
3,719
|
|
|
—
|
|
|
3,719
|
|
|||||
Retained earnings
|
2,742
|
|
|
312
|
|
|
3,054
|
|
|
64
|
|
|
3,118
|
|
|||||
Accumulated other comprehensive loss
|
(185
|
)
|
|
—
|
|
|
(185
|
)
|
|
(68
|
)
|
|
(253
|
)
|
|||||
Total equity
|
3,531
|
|
|
312
|
|
|
3,843
|
|
|
(4
|
)
|
|
3,839
|
|
|||||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
|
7,672
|
|
|
(100
|
)
|
|
7,572
|
|
|
(4
|
)
|
|
7,568
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||
|
Owned and leased hotels
|
Americas management and franchising
|
ASPAC management and franchising
|
EAME/SW Asia management and franchising
|
Corporate and other
|
Eliminations
|
Total
|
||||||||||||||
Rooms revenues
|
$
|
1,110
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23
|
|
$
|
(33
|
)
|
$
|
1,100
|
|
Food and beverage
|
636
|
|
—
|
|
—
|
|
—
|
|
10
|
|
—
|
|
646
|
|
|||||||
Other
|
143
|
|
—
|
|
—
|
|
—
|
|
29
|
|
—
|
|
172
|
|
|||||||
Owned and leased hotels
|
1,889
|
|
—
|
|
—
|
|
—
|
|
62
|
|
(33
|
)
|
1,918
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Base management fees
|
—
|
|
200
|
|
44
|
|
34
|
|
—
|
|
(53
|
)
|
225
|
|
|||||||
Incentive management fees
|
—
|
|
67
|
|
71
|
|
39
|
|
—
|
|
(29
|
)
|
148
|
|
|||||||
Franchise fees
|
—
|
|
123
|
|
3
|
|
1
|
|
—
|
|
—
|
|
127
|
|
|||||||
Other fees
|
—
|
|
10
|
|
9
|
|
6
|
|
6
|
|
—
|
|
31
|
|
|||||||
License fees
|
—
|
|
—
|
|
—
|
|
—
|
|
21
|
|
—
|
|
21
|
|
|||||||
Management, franchise, and other fees
|
—
|
|
400
|
|
127
|
|
80
|
|
27
|
|
(82
|
)
|
552
|
|
|||||||
Contra revenue
|
—
|
|
(13
|
)
|
(2
|
)
|
(5
|
)
|
—
|
|
—
|
|
(20
|
)
|
|||||||
Net management, franchise, and other fees
|
—
|
|
387
|
|
125
|
|
75
|
|
27
|
|
(82
|
)
|
532
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Other revenues
|
—
|
|
—
|
|
—
|
|
—
|
|
43
|
|
5
|
|
48
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
—
|
|
1,787
|
|
95
|
|
68
|
|
6
|
|
—
|
|
1,956
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Total revenues
|
$
|
1,889
|
|
$
|
2,174
|
|
$
|
220
|
|
$
|
143
|
|
$
|
138
|
|
$
|
(110
|
)
|
$
|
4,454
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
|
Owned and leased hotels
|
Americas management and franchising
|
ASPAC management and franchising
|
EAME/SW Asia management and franchising
|
Corporate and other
|
Eliminations
|
Total
|
||||||||||||||
Rooms revenues
|
$
|
1,270
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22
|
|
$
|
(38
|
)
|
$
|
1,254
|
|
Food and beverage
|
722
|
|
—
|
|
—
|
|
—
|
|
11
|
|
—
|
|
733
|
|
|||||||
Other
|
167
|
|
—
|
|
—
|
|
—
|
|
30
|
|
—
|
|
197
|
|
|||||||
Owned and leased hotels
|
2,159
|
|
—
|
|
—
|
|
—
|
|
63
|
|
(38
|
)
|
2,184
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Base management fees
|
—
|
|
193
|
|
39
|
|
29
|
|
—
|
|
(59
|
)
|
202
|
|
|||||||
Incentive management fees
|
—
|
|
62
|
|
65
|
|
35
|
|
—
|
|
(27
|
)
|
135
|
|
|||||||
Franchise fees
|
—
|
|
112
|
|
2
|
|
—
|
|
—
|
|
—
|
|
114
|
|
|||||||
Other fees
|
—
|
|
13
|
|
6
|
|
5
|
|
4
|
|
—
|
|
28
|
|
|||||||
License fees
|
—
|
|
—
|
|
—
|
|
—
|
|
19
|
|
—
|
|
19
|
|
|||||||
Management, franchise, and other fees
|
—
|
|
380
|
|
112
|
|
69
|
|
23
|
|
(86
|
)
|
498
|
|
|||||||
Contra revenue
|
—
|
|
(12
|
)
|
(1
|
)
|
(5
|
)
|
—
|
|
—
|
|
(18
|
)
|
|||||||
Net management, franchise, and other fees
|
—
|
|
368
|
|
111
|
|
64
|
|
23
|
|
(86
|
)
|
480
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Other revenues
|
13
|
|
—
|
|
—
|
|
—
|
|
14
|
|
9
|
|
36
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
—
|
|
1,625
|
|
79
|
|
58
|
|
—
|
|
—
|
|
1,762
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Total revenues
|
$
|
2,172
|
|
$
|
1,993
|
|
$
|
190
|
|
$
|
122
|
|
$
|
100
|
|
$
|
(115
|
)
|
$
|
4,462
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||
|
Owned and leased hotels
|
Americas management and franchising
|
ASPAC management and franchising
|
EAME/SW Asia management and franchising
|
Corporate and other
|
Eliminations
|
Total
|
||||||||||||||
Rooms revenues
|
$
|
1,264
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(42
|
)
|
$
|
1,222
|
|
Food and beverage
|
723
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
723
|
|
|||||||
Other
|
152
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
152
|
|
|||||||
Owned and leased hotels
|
2,139
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(42
|
)
|
2,097
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Base management fees
|
—
|
|
187
|
|
34
|
|
29
|
|
—
|
|
(60
|
)
|
190
|
|
|||||||
Incentive management fees
|
—
|
|
60
|
|
54
|
|
30
|
|
—
|
|
(27
|
)
|
117
|
|
|||||||
Franchise fees
|
—
|
|
100
|
|
3
|
|
—
|
|
—
|
|
—
|
|
103
|
|
|||||||
Other fees
|
—
|
|
3
|
|
5
|
|
5
|
|
2
|
|
—
|
|
15
|
|
|||||||
License fees
|
—
|
|
—
|
|
—
|
|
—
|
|
16
|
|
—
|
|
16
|
|
|||||||
Management, franchise, and other fees
|
—
|
|
350
|
|
96
|
|
64
|
|
18
|
|
(87
|
)
|
441
|
|
|||||||
Contra revenue
|
—
|
|
(11
|
)
|
(1
|
)
|
(4
|
)
|
—
|
|
—
|
|
(16
|
)
|
|||||||
Net management, franchise, and other fees
|
—
|
|
339
|
|
95
|
|
60
|
|
18
|
|
(87
|
)
|
425
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Other revenues
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
11
|
|
12
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
—
|
|
1,607
|
|
73
|
|
51
|
|
—
|
|
—
|
|
1,731
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||||||||
Total revenues
|
$
|
2,139
|
|
$
|
1,946
|
|
$
|
168
|
|
$
|
111
|
|
$
|
19
|
|
$
|
(118
|
)
|
$
|
4,265
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
$ Change
|
|
% Change
|
|||||||
Current contract liabilities
|
$
|
388
|
|
|
$
|
348
|
|
|
$
|
40
|
|
|
11.4
|
%
|
Long-term contract liabilities
|
442
|
|
|
424
|
|
|
18
|
|
|
4.4
|
%
|
|||
Total contract liabilities
|
$
|
830
|
|
|
$
|
772
|
|
|
$
|
58
|
|
|
7.6
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred revenue related to the loyalty program
|
$
|
596
|
|
|
$
|
561
|
|
Advanced deposits
|
81
|
|
|
59
|
|
||
Initial fees received from franchise owners
|
35
|
|
|
27
|
|
||
Deferred revenue related to system-wide services
|
7
|
|
|
9
|
|
||
Other deferred revenue
|
111
|
|
|
116
|
|
||
Total contract liabilities
|
$
|
830
|
|
|
$
|
772
|
|
•
|
Deferred revenue related to the loyalty program and revenue from base and incentive management fees as the revenue is allocated to a wholly unperformed performance obligation in a series;
|
•
|
Revenues related to royalty fees as they are considered sales-based royalty fees;
|
•
|
Revenues received for free nights granted through our co-branded credit cards as the awards are required to be redeemed within 12 months; and
|
•
|
Revenues related to advanced bookings at owned and leased hotels as each stay has a duration of 12 months or less.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Equity method investments
|
$
|
233
|
|
|
$
|
185
|
|
|
Ownership interests
|
|
Investment balance
|
|||||||
December 31, 2018
|
|
December 31, 2017
|
||||||||
Hyatt of Baja, S. de R.L. de C.V.
|
50.0
|
%
|
|
$
|
46
|
|
|
$
|
—
|
|
HP Boston Partners, LLC
|
50.0
|
%
|
|
29
|
|
|
4
|
|
||
Hotel am Belvedere Holding GmbH & Co KG
|
50.0
|
%
|
|
25
|
|
|
15
|
|
||
San Jose Hotel Partners, LLC
|
40.0
|
%
|
|
18
|
|
|
16
|
|
||
Four One Five, LLC
|
44.7
|
%
|
|
17
|
|
|
16
|
|
||
Hotel Hoyo Uno, S. de R.L. de C.V.
|
40.0
|
%
|
|
16
|
|
|
15
|
|
||
Juniper Hotels Private Limited
|
50.0
|
%
|
|
15
|
|
|
26
|
|
||
Desarrolladora Hotelera Acueducto, S. de R.L. de C.V.
|
50.0
|
%
|
|
13
|
|
|
13
|
|
||
Portland Hotel Properties, LLC
|
40.0
|
%
|
|
13
|
|
|
5
|
|
||
HH Nashville JV Holdings, LLC
|
50.0
|
%
|
|
12
|
|
|
12
|
|
||
Glendale Hotel Properties, LLC
|
50.0
|
%
|
|
11
|
|
|
11
|
|
||
Other
|
|
|
18
|
|
|
52
|
|
|||
Total equity method investments
|
|
|
$
|
233
|
|
|
$
|
185
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Total revenues
|
$
|
513
|
|
|
$
|
832
|
|
|
$
|
1,229
|
|
Gross operating profit
|
182
|
|
|
289
|
|
|
398
|
|
|||
Income (loss) from continuing operations
|
(16
|
)
|
|
54
|
|
|
160
|
|
|||
Net income (loss)
|
(16
|
)
|
|
54
|
|
|
160
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current assets
|
$
|
228
|
|
|
$
|
215
|
|
Noncurrent assets
|
1,345
|
|
|
1,308
|
|
||
Total assets
|
$
|
1,573
|
|
|
$
|
1,523
|
|
|
|
|
|
||||
Current liabilities
|
$
|
141
|
|
|
$
|
156
|
|
Noncurrent liabilities
|
1,148
|
|
|
1,224
|
|
||
Total liabilities
|
$
|
1,289
|
|
|
$
|
1,380
|
|
•
|
We recognized
$40 million
of net gains in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income resulting from sales activity related to certain equity method investments primarily within our owned and leased hotels segment and received
$43 million
of related sales proceeds.
|
•
|
We completed an asset acquisition of our partner's interest in certain unconsolidated hospitality ventures in Brazil for a net purchase price of approximately
$4 million
. We recognized
$16 million
of impairment charges related to these investments in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income as the carrying value was in excess of fair value. The fair value was determined to be a Level Three fair value measure, and the impairment was deemed other-than-temporary.
|
•
|
In conjunction with the sale of Avendra, an equity method investment within our Americas management and franchising segment, to Aramark, we received approximately
$217 million
of net proceeds. We recognized a
$217 million
gain in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income.
|
•
|
We recognized
$6 million
of gains in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income resulting from sales activity related to certain equity method investments within our owned and leased hotels segment and received
$12 million
of related sales proceeds.
|
•
|
We purchased our partners' interests in Andaz Maui at Wailea Resort. The transaction was accounted for as a step acquisition, and we recognized a
$14 million
gain in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income (see Note
7
).
|
•
|
We recognized
$10 million
of gains in equity earnings from unconsolidated hospitality ventures on our consolidated statements of income resulting from sales activity related to certain equity method investments within our owned and leased hotels segment and received
$19 million
of related sales proceeds.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Loyalty program (Note 2)
|
$
|
397
|
|
|
$
|
403
|
|
Deferred compensation plans held in rabbi trusts (Note 9 and Note 13)
|
367
|
|
|
402
|
|
||
Captive insurance companies
|
133
|
|
|
111
|
|
||
Total marketable securities held to fund operating programs
|
$
|
897
|
|
|
$
|
916
|
|
Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents, short-term investments, and prepaids and other assets
|
(174
|
)
|
|
(156
|
)
|
||
Marketable securities held to fund operating programs included in other assets
|
$
|
723
|
|
|
$
|
760
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Loyalty program (Note 21)
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Unrealized gains (losses), net
|
$
|
(45
|
)
|
|
$
|
20
|
|
|
$
|
—
|
|
Realized gains, net
|
34
|
|
|
25
|
|
|
17
|
|
|||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts
|
$
|
(11
|
)
|
|
$
|
45
|
|
|
$
|
17
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Time deposits
|
$
|
100
|
|
|
$
|
37
|
|
Common shares
|
87
|
|
|
131
|
|
||
Interest-bearing money market funds
|
14
|
|
|
26
|
|
||
Total marketable securities held for investment purposes
|
$
|
201
|
|
|
$
|
194
|
|
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments
|
(114
|
)
|
|
(63
|
)
|
||
Marketable securities held for investment purposes included in other assets
|
$
|
87
|
|
|
$
|
131
|
|
|
December 31, 2018
|
|
Cash and cash equivalents
|
|
Short-term investments
|
|
Prepaids and other assets
|
|
Other assets
|
||||||||||
Level One - Quoted Prices in Active Markets for Identical Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing money market funds
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|||||
Common shares
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Level Two - Significant Other Observable Inputs
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
113
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
9
|
|
|||||
U.S. government obligations
|
169
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
132
|
|
|||||
U.S. government agencies
|
52
|
|
|
—
|
|
|
2
|
|
|
7
|
|
|
43
|
|
|||||
Corporate debt securities
|
151
|
|
|
—
|
|
|
10
|
|
|
25
|
|
|
116
|
|
|||||
Mortgage-backed securities
|
23
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
18
|
|
|||||
Asset-backed securities
|
46
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
36
|
|
|||||
Municipal and provincial notes and bonds
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total
|
$
|
1,098
|
|
|
$
|
88
|
|
|
$
|
116
|
|
|
$
|
84
|
|
|
$
|
810
|
|
|
December 31, 2017
|
|
Cash and cash equivalents
|
|
Short-term investments
|
|
Prepaids and other assets
|
|
Other assets
|
||||||||||
Level One - Quoted Prices in Active Markets for Identical Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing money market funds
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402
|
|
|||||
Common shares
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||
Level Two - Significant Other Observable Inputs
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
50
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
11
|
|
|||||
U.S. government obligations
|
158
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
120
|
|
|||||
U.S. government agencies
|
47
|
|
|
—
|
|
|
2
|
|
|
7
|
|
|
38
|
|
|||||
Corporate debt securities
|
179
|
|
|
—
|
|
|
8
|
|
|
33
|
|
|
138
|
|
|||||
Mortgage-backed securities
|
25
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
19
|
|
|||||
Asset-backed securities
|
40
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
30
|
|
|||||
Municipal and provincial notes and bonds
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Total
|
$
|
1,110
|
|
|
$
|
75
|
|
|
$
|
49
|
|
|
$
|
95
|
|
|
$
|
891
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
713
|
|
|
$
|
916
|
|
Buildings
|
3,583
|
|
|
3,880
|
|
||
Leasehold improvements
|
215
|
|
|
210
|
|
||
Furniture, equipment, and computers
|
1,178
|
|
|
1,204
|
|
||
Construction in progress
|
158
|
|
|
122
|
|
||
Property and equipment
|
5,847
|
|
|
6,332
|
|
||
Less: accumulated depreciation
|
(2,239
|
)
|
|
(2,298
|
)
|
||
Total property and equipment, net
|
$
|
3,608
|
|
|
$
|
4,034
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Depreciation expense
|
$
|
312
|
|
|
$
|
335
|
|
|
$
|
315
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Unsecured financing to hotel owners
|
$
|
159
|
|
|
$
|
127
|
|
Less: current portion of financing receivables included in receivables, net
|
(45
|
)
|
|
—
|
|
||
Less: allowance for losses
|
(101
|
)
|
|
(108
|
)
|
||
Total long-term financing receivables, net of allowances
|
$
|
13
|
|
|
$
|
19
|
|
|
2018
|
|
2017
|
||||
Allowance at January 1
|
$
|
108
|
|
|
$
|
100
|
|
Provisions
|
7
|
|
|
6
|
|
||
Write-offs
|
(12
|
)
|
|
—
|
|
||
Other adjustments
|
(2
|
)
|
|
2
|
|
||
Allowance at December 31
|
$
|
101
|
|
|
$
|
108
|
|
|
December 31, 2018
|
||||||||||||||
|
Gross loan balance (principal and interest)
|
|
Related allowance
|
|
Net financing receivables
|
|
Gross receivables on non-accrual status
|
||||||||
Loans
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
—
|
|
Impaired loans (1)
|
50
|
|
|
(50
|
)
|
|
—
|
|
|
50
|
|
||||
Total loans
|
108
|
|
|
(50
|
)
|
|
58
|
|
|
50
|
|
||||
Other financing arrangements
|
51
|
|
|
(51
|
)
|
|
—
|
|
|
51
|
|
||||
Total unsecured financing receivables
|
$
|
159
|
|
|
$
|
(101
|
)
|
|
$
|
58
|
|
|
$
|
101
|
|
|
December 31, 2017
|
||||||||||||||
|
Gross loan balance (principal and interest)
|
|
Related allowance
|
|
Net financing receivables
|
|
Gross receivables on non-accrual status
|
||||||||
Loans
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
Impaired loans (2)
|
59
|
|
|
(59
|
)
|
|
—
|
|
|
59
|
|
||||
Total loans
|
72
|
|
|
(59
|
)
|
|
13
|
|
|
59
|
|
||||
Other financing arrangements
|
55
|
|
|
(49
|
)
|
|
6
|
|
|
49
|
|
||||
Total unsecured financing receivables
|
$
|
127
|
|
|
$
|
(108
|
)
|
|
$
|
19
|
|
|
$
|
108
|
|
Cash
|
$
|
37
|
|
Receivables
|
23
|
|
|
Other current assets
|
3
|
|
|
Property and equipment
|
2
|
|
|
Indefinite-lived intangibles (1)
|
127
|
|
|
Management agreement intangibles (2)
|
212
|
|
|
Goodwill (3)
|
156
|
|
|
Other assets (4)
|
23
|
|
|
Total assets
|
$
|
583
|
|
|
|
||
Advanced deposits
|
$
|
25
|
|
Other current liabilities
|
20
|
|
|
Other long-term liabilities (4)
|
30
|
|
|
Total liabilities
|
75
|
|
|
Total net assets acquired attributable to Hyatt Hotels Corporation
|
508
|
|
|
Total net assets acquired attributable to noncontrolling interests
|
1
|
|
|
Total net assets acquired
|
$
|
509
|
|
Current assets
|
$
|
1
|
|
Property and equipment
|
172
|
|
|
Indefinite-lived intangibles (1)
|
37
|
|
|
Management agreement intangibles (2)
|
14
|
|
|
Goodwill (3)
|
21
|
|
|
Other definite-lived intangibles (4)
|
7
|
|
|
Total assets
|
$
|
252
|
|
|
|
||
Current liabilities
|
$
|
13
|
|
Deferred tax liabilities
|
3
|
|
|
Total liabilities
|
16
|
|
|
Total net assets acquired attributable to Hyatt Hotels Corporation
|
236
|
|
|
Total net assets acquired attributable to noncontrolling interests
|
1
|
|
|
Total net assets acquired
|
$
|
237
|
|
|
|
Cash and cash equivalents
|
$
|
12
|
|
Receivables
|
3
|
|
|
Inventories
|
13
|
|
|
Prepaids and other assets
|
1
|
|
|
Property and equipment
|
323
|
|
|
Total assets
|
$
|
352
|
|
|
|
||
Current liabilities
|
$
|
10
|
|
Total liabilities
|
10
|
|
|
Total net assets acquired
|
$
|
342
|
|
|
Owned and leased hotels
|
|
Americas management and franchising
|
|
ASPAC management and franchising
|
|
EAME/SW Asia management and franchising
|
|
Corporate and other
|
|
Total
|
||||||||||||
Balance at January 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
187
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220
|
|
Accumulated impairment losses
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
||||||
Goodwill, net
|
$
|
92
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
Activity during the year
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||||
Foreign exchange (1)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Balance at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
189
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
245
|
|
||||||
Accumulated impairment losses
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
||||||
Goodwill, net
|
$
|
94
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
150
|
|
Activity during the year
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions
|
—
|
|
|
135
|
|
|
18
|
|
|
3
|
|
|
2
|
|
|
158
|
|
||||||
Impairment losses
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(25
|
)
|
||||||
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
189
|
|
|
168
|
|
|
18
|
|
|
3
|
|
|
25
|
|
|
403
|
|
||||||
Accumulated impairment losses
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(120
|
)
|
||||||
Goodwill, net
|
$
|
73
|
|
|
$
|
168
|
|
|
$
|
18
|
|
|
$
|
3
|
|
|
$
|
21
|
|
|
$
|
283
|
|
|
December 31, 2018
|
|
Weighted-average useful lives in years
|
|
December 31, 2017
|
|||||
Management and franchise agreement intangibles
|
$
|
390
|
|
|
19
|
|
|
$
|
178
|
|
Lease related intangibles
|
121
|
|
|
110
|
|
|
127
|
|
||
Brand and other indefinite-lived intangibles
|
180
|
|
|
—
|
|
|
53
|
|
||
Advanced booking intangibles
|
14
|
|
|
5
|
|
|
9
|
|
||
Other definite-lived intangibles
|
8
|
|
|
6
|
|
|
9
|
|
||
Intangibles
|
713
|
|
|
|
|
376
|
|
|||
Less: accumulated amortization
|
(85
|
)
|
|
|
|
(71
|
)
|
|||
Intangibles, net
|
$
|
628
|
|
|
|
|
$
|
305
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
11
|
|
Years Ending December 31,
|
|
||
2019
|
$
|
31
|
|
2020
|
30
|
|
|
2021
|
29
|
|
|
2022
|
27
|
|
|
2023
|
26
|
|
|
Thereafter
|
305
|
|
|
Total amortization expense
|
$
|
448
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
$196 million senior unsecured notes maturing in 2019—6.875%
|
$
|
—
|
|
|
$
|
196
|
|
$250 million senior unsecured notes maturing in 2021—5.375%
|
250
|
|
|
250
|
|
||
$350 million senior unsecured notes maturing in 2023—3.375%
|
350
|
|
|
350
|
|
||
$400 million senior unsecured notes maturing in 2026—4.850%
|
400
|
|
|
400
|
|
||
$400 million senior unsecured notes maturing in 2028—4.375%
|
400
|
|
|
—
|
|
||
Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A
|
130
|
|
|
130
|
|
||
Contract Revenue Bonds, Senior Taxable Series 2005B
|
52
|
|
|
55
|
|
||
Floating average rate construction loan
|
55
|
|
|
70
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total debt before capital lease obligations
|
1,638
|
|
|
1,452
|
|
||
Capital lease obligations
|
12
|
|
|
13
|
|
||
Total debt
|
1,650
|
|
|
1,465
|
|
||
Less: current maturities
|
(11
|
)
|
|
(11
|
)
|
||
Less: unamortized discounts and deferred financing fees
|
(16
|
)
|
|
(14
|
)
|
||
Total long-term debt
|
$
|
1,623
|
|
|
$
|
1,440
|
|
Years Ending December 31,
|
|
||
2019
|
$
|
11
|
|
2020
|
12
|
|
|
2021
|
261
|
|
|
2022
|
11
|
|
|
2023
|
361
|
|
|
Thereafter
|
994
|
|
|
Total maturities of debt
|
$
|
1,650
|
|
•
|
In 2009, we issued
$250 million
of
6.875%
senior notes due 2019, at an issue price of
99.864%
(the "2019 Notes"). Following a cash tender offer during the year ended December 31, 2013,
$196 million
aggregate principal amount of 2019 Notes remained outstanding. During the year ended December 31, 2018, we redeemed all of our outstanding 2019 Notes (as described below).
|
•
|
In 2011, we issued
$250 million
of
3.875%
senior notes due 2016, at an issue price of
99.571%
(the "2016 Notes") and
$250 million
of
5.375%
senior notes due 2021, at an issue price of
99.846%
.
|
•
|
In 2013, we issued
$350 million
of
3.375%
senior notes due 2023, at an issue price of
99.498%
.
|
•
|
In 2016, we issued
$400 million
of
4.850%
senior notes due 2026, at an issue price of
99.920%
(the "2026 Notes"). We received
$396 million
of net proceeds from the sale of the 2026 Notes, after deducting
$4 million
of underwriting discounts and other offering expenses. We used a portion of the proceeds from the issuance of the 2026 Notes to redeem our 2016 Notes.
|
•
|
In 2018, we issued
$400 million
of
4.375%
senior notes due 2028, at an issue price of
99.866%
(the "2028 Notes"). We received
$396 million
of net proceeds from the sale of the 2028 Notes, after deducting
$4 million
of underwriting discounts and other offering expenses. We used a portion of the proceeds from the issuance of the 2028 Notes to redeem
our 2019 Notes and intend to use the remainder for general corporate purposes.
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying value
|
|
Fair value
|
|
Quoted prices in active markets for identical assets (level one)
|
|
Significant other observable inputs (level two)
|
|
Significant unobservable inputs (level three)
|
||||||||||
Debt (1)
|
$
|
1,638
|
|
|
$
|
1,651
|
|
|
$
|
—
|
|
|
$
|
1,584
|
|
|
$
|
67
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying value
|
|
Fair value
|
|
Quoted prices in active markets for identical assets (level one)
|
|
Significant other observable inputs (level two)
|
|
Significant unobservable inputs (level three)
|
||||||||||
Debt (2)
|
$
|
1,452
|
|
|
$
|
1,546
|
|
|
$
|
—
|
|
|
$
|
1,459
|
|
|
$
|
87
|
|
Years Ending December 31,
|
Operating leases
|
|
Capital leases
|
||||
2019
|
$
|
46
|
|
|
$
|
3
|
|
2020
|
42
|
|
|
3
|
|
||
2021
|
42
|
|
|
2
|
|
||
2022
|
38
|
|
|
2
|
|
||
2023
|
35
|
|
|
2
|
|
||
Thereafter
|
448
|
|
|
5
|
|
||
Total minimum lease payments
|
$
|
651
|
|
|
$
|
17
|
|
Less: amount representing interest
|
|
|
(5
|
)
|
|||
Present value of minimum lease payments
|
|
|
$
|
12
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Minimum rentals
|
$
|
38
|
|
|
$
|
42
|
|
|
$
|
37
|
|
Contingent rentals
|
47
|
|
|
52
|
|
|
53
|
|
|||
Total rent expense
|
$
|
85
|
|
|
$
|
94
|
|
|
$
|
90
|
|
Years Ending December 31,
|
|
||
2019
|
$
|
22
|
|
2020
|
18
|
|
|
2021
|
16
|
|
|
2022
|
15
|
|
|
2023
|
11
|
|
|
Thereafter
|
48
|
|
|
Total minimum lease receipts
|
$
|
130
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred compensation plans funded by rabbi trusts (Note 4)
|
$
|
367
|
|
|
$
|
402
|
|
Taxes payable
|
131
|
|
|
107
|
|
||
Self-insurance liabilities (Note 15)
|
78
|
|
|
69
|
|
||
Guarantee liabilities (Note 15)
|
76
|
|
|
104
|
|
||
Deferred income taxes (Note 14)
|
54
|
|
|
62
|
|
||
Other
|
134
|
|
|
119
|
|
||
Total other long-term liabilities
|
$
|
840
|
|
|
$
|
863
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
U.S. income before tax
|
$
|
652
|
|
|
$
|
650
|
|
|
$
|
157
|
|
Foreign income before tax
|
299
|
|
|
72
|
|
|
125
|
|
|||
Income before income taxes
|
$
|
951
|
|
|
$
|
722
|
|
|
$
|
282
|
|
|
Years Ended December 31,
|
|||||||
2018
|
|
2017
|
|
2016
|
||||
Statutory U.S. federal income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes—net of federal tax benefit
|
2.6
|
|
|
3.8
|
|
|
3.2
|
|
Impact of foreign operations (excluding unconsolidated hospitality ventures losses)
|
(5.6
|
)
|
|
(5.4
|
)
|
|
(7.5
|
)
|
U.S. foreign tax credits
|
(1.6
|
)
|
|
0.7
|
|
|
(2.6
|
)
|
Tax Act deferred rate change
|
(0.1
|
)
|
|
6.3
|
|
|
—
|
|
Tax Act deemed repatriation tax
|
0.3
|
|
|
1.8
|
|
|
—
|
|
Change in valuation allowances
|
0.9
|
|
|
1.0
|
|
|
3.7
|
|
Foreign unconsolidated hospitality ventures
|
0.9
|
|
|
0.9
|
|
|
1.2
|
|
Tax contingencies
|
1.0
|
|
|
1.0
|
|
|
(5.4
|
)
|
Equity based compensation
|
0.3
|
|
|
0.6
|
|
|
0.4
|
|
General business credits
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
Other
|
(0.1
|
)
|
|
0.5
|
|
|
(0.2
|
)
|
Effective income tax rate
|
19.1
|
%
|
|
45.9
|
%
|
|
27.0
|
%
|
•
|
We recognized a
$1 million
decrease to our provisional expense related to our net deferred tax revaluation. During the year ended December 31, 2017, we recognized a provisional expense of
$45 million
;
|
•
|
We recognized an additional
$2 million
of provisional deemed repatriation tax expense, including state tax impacts. During the year ended December 31, 2017, we recognized a provisional expense of
$13 million
; and
|
•
|
We recognized a
$15 million
decrease to our provisional valuation allowance related to foreign tax credits that are now expected to be utilized in the future based on proposed Treasury regulations issued on November 28, 2018. During the year ended December 31, 2017, we recognized a provisional valuation allowance of
$15 million
.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred tax assets related to:
|
|
|
|
||||
Employee benefits
|
$
|
133
|
|
|
$
|
128
|
|
Foreign and state net operating losses and credit carryforwards
|
57
|
|
|
65
|
|
||
Investments
|
37
|
|
|
30
|
|
||
Allowance for uncollectible assets
|
31
|
|
|
31
|
|
||
Loyalty program
|
99
|
|
|
89
|
|
||
Interest and state benefits
|
3
|
|
|
1
|
|
||
Unrealized losses
|
3
|
|
|
2
|
|
||
Other
|
41
|
|
|
46
|
|
||
Valuation allowance
|
(41
|
)
|
|
(51
|
)
|
||
Total deferred tax asset
|
$
|
363
|
|
|
$
|
341
|
|
Deferred tax liabilities related to:
|
|
|
|
||||
Property and equipment
|
$
|
(131
|
)
|
|
$
|
(157
|
)
|
Investments
|
(16
|
)
|
|
(19
|
)
|
||
Intangibles
|
(49
|
)
|
|
(32
|
)
|
||
Unrealized gains
|
(24
|
)
|
|
(35
|
)
|
||
Prepaid expenses
|
(7
|
)
|
|
(8
|
)
|
||
Other
|
(10
|
)
|
|
(11
|
)
|
||
Total deferred tax liabilities
|
$
|
(237
|
)
|
|
$
|
(262
|
)
|
Net deferred tax assets
|
$
|
126
|
|
|
$
|
79
|
|
Recognized in the balance sheet as:
|
|
|
|
||||
Deferred tax assets—noncurrent
|
$
|
180
|
|
|
$
|
141
|
|
Deferred tax liabilities—noncurrent
|
(54
|
)
|
|
(62
|
)
|
||
Total
|
$
|
126
|
|
|
$
|
79
|
|
|
2018
|
|
2017
|
||||
Unrecognized tax benefits—beginning balance
|
$
|
94
|
|
|
$
|
86
|
|
Total increases—current-period tax positions
|
10
|
|
|
11
|
|
||
Total increases (decreases)—prior-period tax positions
|
18
|
|
|
(1
|
)
|
||
Settlements
|
(1
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(4
|
)
|
|
(3
|
)
|
||
Foreign currency fluctuation
|
(1
|
)
|
|
1
|
|
||
Unrecognized tax benefits—ending balance
|
$
|
116
|
|
|
$
|
94
|
|
|
|
The four managed hotels in France
|
|
Other performance guarantees
|
|
All performance guarantees
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Beginning balance, January 1
|
|
$
|
58
|
|
|
$
|
66
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
71
|
|
|
$
|
79
|
|
Initial guarantee obligation liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Amortization of initial guarantee obligation liability into income
|
|
(15
|
)
|
|
(15
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|
(19
|
)
|
||||||
Performance guarantee expense, net
|
|
55
|
|
|
76
|
|
|
4
|
|
|
1
|
|
|
59
|
|
|
77
|
|
||||||
Net payments during the year
|
|
(62
|
)
|
|
(78
|
)
|
|
(3
|
)
|
|
—
|
|
|
(65
|
)
|
|
(78
|
)
|
||||||
Foreign currency exchange, net
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Ending balance, December 31
|
|
$
|
36
|
|
|
$
|
58
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
47
|
|
|
$
|
71
|
|
Property description
|
|
Maximum potential future payments
|
|
Maximum exposure net of recoverability from third parties
|
|
Other long-term liabilities recorded at December 31, 2018
|
|
Other long-term liabilities recorded at December 31, 2017
|
|
Year of guarantee expiration
|
||||||||
Hotel property in Washington State
(1), (3), (4), (5)
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
26
|
|
|
2020
|
Hotel properties in India (2), (3)
|
|
172
|
|
|
172
|
|
|
10
|
|
|
17
|
|
|
2020
|
||||
Hotel and residential properties in Brazil (1), (4)
|
|
95
|
|
|
40
|
|
|
3
|
|
|
4
|
|
|
various, through 2021
|
||||
Hotel property in Massachusetts (1), (6)
|
|
95
|
|
|
16
|
|
|
8
|
|
|
1
|
|
|
various, through 2022
|
||||
Hotel property in Oregon (1), (5)
|
|
54
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
various, through 2022
|
||||
Hotel properties in California (1)
|
|
31
|
|
|
13
|
|
|
4
|
|
|
6
|
|
|
various, through 2021
|
||||
Hotel property in Arizona (1), (4)
|
|
25
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2019
|
||||
Other (1)
|
|
30
|
|
|
19
|
|
|
5
|
|
|
4
|
|
|
various, through 2022
|
||||
Total
|
|
$
|
717
|
|
|
$
|
267
|
|
|
$
|
51
|
|
|
$
|
59
|
|
|
|
|
Total number of shares repurchased (1)
|
|
Weighted-average price per share
|
|
Total cash paid
|
|||||
March 2017 (2)
|
5,393,669
|
|
|
$
|
55.62
|
|
|
$
|
300
|
|
August 2017 (2)
|
1,666,484
|
|
|
$
|
60.01
|
|
|
$
|
100
|
|
November 2017 (2), (3)
|
1,397,164
|
|
|
$
|
71.57
|
|
|
$
|
100
|
|
May 2018 (4)
|
2,481,341
|
|
|
$
|
80.60
|
|
|
$
|
200
|
|
November 2018 (4)
|
2,575,095
|
|
|
$
|
69.90
|
|
|
$
|
180
|
|
Date declared
|
|
Dividend per share amount for Class A and Class B
|
|
Date of record
|
|
Date paid
|
||
February 14, 2018
|
|
$
|
0.15
|
|
|
March 22, 2018
|
|
March 29, 2018
|
May 16, 2018
|
|
$
|
0.15
|
|
|
June 19, 2018
|
|
June 28, 2018
|
July 31, 2018
|
|
$
|
0.15
|
|
|
September 6, 2018
|
|
September 20, 2018
|
October 30, 2018
|
|
$
|
0.15
|
|
|
November 28, 2018
|
|
December 10, 2018
|
Grant date
|
|
Granted
|
|
Value at date of grant
|
|
Vesting period
|
|
Vesting start month
|
|||
May 2018
|
|
38,918
|
|
|
21.84
|
|
|
25
|
% annually
|
|
March 2019
|
March 2018
|
|
465,842
|
|
|
21.13
|
|
|
25
|
% annually
|
|
March 2019
|
September 2017
|
|
20,139
|
|
|
18.62
|
|
|
25
|
% annually
|
|
September 2018
|
March 2017
|
|
605,601
|
|
|
16.35
|
|
|
25
|
% annually
|
|
March 2018
|
March 2016
|
|
45,710
|
|
|
14.22
|
|
|
33
|
% annually
|
|
March 2017
|
March 2016
|
|
878,714
|
|
|
14.54
|
|
|
25
|
% annually
|
|
March 2017
|
|
2018
|
|
2017
|
|
2016
|
||||||
Exercise price
|
$
|
80.12
|
|
|
$
|
52.93
|
|
|
$
|
47.36
|
|
Expected life in years
|
6.24
|
|
|
6.24
|
|
|
6.23
|
|
|||
Risk-free interest rate
|
2.79
|
%
|
|
2.11
|
%
|
|
1.55
|
%
|
|||
Expected volatility
|
22.97
|
%
|
|
26.56
|
%
|
|
27.72
|
%
|
|||
Annual dividend yield
|
0.75
|
%
|
|
—
|
%
|
|
—
|
%
|
|
SAR units
|
|
Weighted-average exercise price (in whole dollars)
|
|
Weighted-average remaining contractual term
|
|||
Outstanding at December 31, 2017:
|
3,599,955
|
|
|
$
|
47.09
|
|
|
6.30
|
Granted
|
504,760
|
|
|
80.12
|
|
|
|
|
Exercised
|
(371,108
|
)
|
|
47.89
|
|
|
|
|
Forfeited or expired
|
(244,721
|
)
|
|
54.32
|
|
|
|
|
Outstanding at December 31, 2018:
|
3,488,886
|
|
|
$
|
51.27
|
|
|
5.80
|
Exercisable at December 31, 2018:
|
2,199,572
|
|
|
$
|
45.18
|
|
|
4.42
|
Grant date
|
|
RSUs
|
|
Value
|
|
Total value
|
|
Vesting period
|
|||
December 2018
|
|
9,650
|
|
|
67.34
|
|
|
1
|
|
|
various
|
September 2018
|
|
10,034
|
|
|
76.72
|
|
|
1
|
|
|
various
|
May 2018
|
|
4,306
|
|
|
81.27
|
|
|
—
|
|
|
4 years
|
March 2018
|
|
254,707
|
|
|
80.02
|
|
|
20
|
|
|
various
|
February 2018
|
|
3,502
|
|
|
78.52
|
|
|
—
|
|
|
4 years
|
December 2017
|
|
9,238
|
|
|
70.35
|
|
|
1
|
|
|
various
|
September 2017
|
|
22,357
|
|
|
61.50
|
|
|
1
|
|
|
various
|
September 2017
|
|
43,151
|
|
|
60.48
|
|
|
3
|
|
|
various
|
May 2017
|
|
1,390
|
|
|
57.51
|
|
|
—
|
|
|
4 years
|
March 2017
|
|
416,404
|
|
|
52.65
|
|
|
22
|
|
|
various
|
December 2016
|
|
40,633
|
|
|
56.60
|
|
|
2
|
|
|
4 years
|
March 2016
|
|
444,629
|
|
|
47.36
|
|
|
21
|
|
|
4 years
|
|
RSUs
|
|
Weighted-average grant date fair value
|
|||
Nonvested at December 31, 2017:
|
1,029,584
|
|
|
$
|
52.22
|
|
Granted
|
282,199
|
|
|
79.47
|
|
|
Vested
|
(391,048
|
)
|
|
52.13
|
|
|
Forfeited or canceled
|
(123,905
|
)
|
|
55.60
|
|
|
Nonvested at December 31, 2018:
|
796,830
|
|
|
$
|
61.31
|
|
Year granted
|
|
Granted
|
|
Weighted-average grant date fair value
|
|
Performance period
|
|
Performance period start date
|
|||
2018 PSUs
|
|
89,441
|
|
|
$
|
82.10
|
|
|
3 years
|
|
January 1, 2018
|
2017 PSUs
|
|
102,115
|
|
|
$
|
52.65
|
|
|
3 years
|
|
January 1, 2017
|
2016 PSUs
|
|
111,620
|
|
|
$
|
47.36
|
|
|
3 years
|
|
January 1, 2016
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Total
|
||||||||||
SARs
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
RSUs
|
6
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
13
|
|
|||||
PSUs
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Total
|
$
|
11
|
|
|
$
|
7
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
21
|
|
•
|
Owned and leased hotels
—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany expenses related to management fees paid to the Company's management and franchising segments, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions earned by our owned and leased hotels related to our co-branded credit cards and revenues earned under the loyalty program for stays at our owned and leased hotels and are eliminated in consolidation.
|
•
|
Americas management and franchising
—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the United States, Latin America, Canada, and the Caribbean. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to payroll costs at managed properties where the Company is the employer, as well as costs associated with reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.
|
•
|
ASPAC management and franchising
—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, Greater China, Australia, South Korea, Japan, and Micronesia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned hotel and are eliminated in consolidation.
|
•
|
EAME/SW Asia management and franchising
—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Europe, Africa, the Middle East, India, Central Asia, and Nepal. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Owned and leased hotels
|
|
|
|
|
|
||||||
Owned and leased hotels revenues
|
$
|
1,889
|
|
|
$
|
2,159
|
|
|
$
|
2,139
|
|
Other revenues
|
—
|
|
|
13
|
|
|
—
|
|
|||
Intersegment revenues (a)
|
33
|
|
|
38
|
|
|
42
|
|
|||
Adjusted EBITDA
|
428
|
|
|
490
|
|
|
516
|
|
|||
Depreciation and amortization
|
266
|
|
|
295
|
|
|
285
|
|
|||
Capital expenditures
|
194
|
|
|
195
|
|
|
200
|
|
|||
Americas management and franchising
|
|
|
|
|
|
||||||
Management, franchise, and other fees revenues
|
400
|
|
|
380
|
|
|
350
|
|
|||
Contra revenue
|
(13
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
1,787
|
|
|
1,625
|
|
|
1,607
|
|
|||
Intersegment revenues (a)
|
70
|
|
|
74
|
|
|
75
|
|
|||
Adjusted EBITDA
|
352
|
|
|
327
|
|
|
297
|
|
|||
Depreciation and amortization
|
9
|
|
|
7
|
|
|
7
|
|
|||
Capital expenditures
|
1
|
|
|
—
|
|
|
—
|
|
|||
ASPAC management and franchising
|
|
|
|
|
|
||||||
Management, franchise, and other fees revenues
|
127
|
|
|
112
|
|
|
96
|
|
|||
Contra revenue
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
95
|
|
|
79
|
|
|
73
|
|
|||
Intersegment revenues (a)
|
2
|
|
|
2
|
|
|
2
|
|
|||
Adjusted EBITDA
|
78
|
|
|
70
|
|
|
57
|
|
|||
Depreciation and amortization
|
1
|
|
|
1
|
|
|
—
|
|
|||
Capital expenditures
|
4
|
|
|
1
|
|
|
1
|
|
|||
EAME/SW Asia management and franchising
|
|
|
|
|
|
||||||
Management, franchise, and other fees revenues
|
80
|
|
|
69
|
|
|
64
|
|
|||
Contra revenue
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
68
|
|
|
58
|
|
|
51
|
|
|||
Intersegment revenues (a)
|
10
|
|
|
10
|
|
|
10
|
|
|||
Adjusted EBITDA
|
46
|
|
|
37
|
|
|
31
|
|
|||
Depreciation and amortization
|
1
|
|
|
—
|
|
|
1
|
|
|||
Capital expenditures
|
1
|
|
|
1
|
|
|
1
|
|
|||
Corporate and other
|
|
|
|
|
|
||||||
Revenues
|
132
|
|
|
100
|
|
|
19
|
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
6
|
|
|
—
|
|
|
—
|
|
|||
Intersegment revenues (a)
|
(5
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Adjusted EBITDA
|
(127
|
)
|
|
(135
|
)
|
|
(138
|
)
|
|||
Depreciation and amortization
|
50
|
|
|
45
|
|
|
33
|
|
|||
Capital expenditures
|
97
|
|
|
101
|
|
|
9
|
|
|||
Eliminations (a)
|
|
|
|
|
|
||||||
Revenues
|
(110
|
)
|
|
(115
|
)
|
|
(118
|
)
|
|||
Adjusted EBITDA
|
—
|
|
|
3
|
|
|
—
|
|
TOTAL
|
|
|
|
|
|
||||||
Revenues
|
$
|
4,454
|
|
|
$
|
4,462
|
|
|
$
|
4,265
|
|
Adjusted EBITDA
|
777
|
|
|
792
|
|
|
763
|
|
|||
Depreciation and amortization
|
327
|
|
|
348
|
|
|
326
|
|
|||
Capital expenditures
|
297
|
|
|
298
|
|
|
211
|
|
(a)
|
Intersegment revenues are included in the management, franchise, and other fees revenues, owned and leased hotels revenues, and other revenues and eliminated in Eliminations.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Total Assets:
|
|
|
|
||||
Owned and leased hotels
|
$
|
4,118
|
|
|
$
|
4,844
|
|
Americas management and franchising
|
842
|
|
|
521
|
|
||
ASPAC management and franchising
|
203
|
|
|
121
|
|
||
EAME/SW Asia management and franchising
|
225
|
|
|
196
|
|
||
Corporate and other
|
2,255
|
|
|
1,890
|
|
||
Total
|
$
|
7,643
|
|
|
$
|
7,572
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
3,587
|
|
|
$
|
3,619
|
|
|
$
|
3,461
|
|
All foreign
|
867
|
|
|
843
|
|
|
804
|
|
|||
Total
|
$
|
4,454
|
|
|
$
|
4,462
|
|
|
$
|
4,265
|
|
|
|
|
|
|
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|
||||||
Property and equipment, net, Intangibles, net, and Goodwill:
|
|
|
|
|
|
||||||
United States
|
$
|
3,670
|
|
|
$
|
3,524
|
|
|
|
||
All foreign
|
849
|
|
|
965
|
|
|
|
||||
Total
|
$
|
4,519
|
|
|
$
|
4,489
|
|
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Net income attributable to Hyatt Hotels Corporation
|
$
|
769
|
|
|
$
|
389
|
|
|
$
|
206
|
|
Interest expense
|
76
|
|
|
80
|
|
|
76
|
|
|||
Provision for income taxes
|
182
|
|
|
332
|
|
|
76
|
|
|||
Depreciation and amortization
|
327
|
|
|
348
|
|
|
326
|
|
|||
EBITDA
|
1,354
|
|
|
1,149
|
|
|
684
|
|
|||
Contra revenue
|
20
|
|
|
18
|
|
|
16
|
|
|||
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
|
(1,956
|
)
|
|
(1,762
|
)
|
|
(1,731
|
)
|
|||
Costs incurred on behalf of managed and franchised properties
|
1,981
|
|
|
1,782
|
|
|
1,742
|
|
|||
Equity earnings from unconsolidated hospitality ventures
|
(8
|
)
|
|
(219
|
)
|
|
(67
|
)
|
|||
Stock-based compensation expense
|
29
|
|
|
29
|
|
|
25
|
|
|||
(Gains) losses on sales of real estate
|
(772
|
)
|
|
(236
|
)
|
|
6
|
|
|||
Asset impairments
|
25
|
|
|
—
|
|
|
—
|
|
|||
Other (income) loss, net
|
49
|
|
|
(42
|
)
|
|
(12
|
)
|
|||
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA
|
55
|
|
|
73
|
|
|
100
|
|
|||
Adjusted EBITDA
|
$
|
777
|
|
|
$
|
792
|
|
|
$
|
763
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
769
|
|
|
$
|
390
|
|
|
$
|
206
|
|
Net income and accretion attributable to noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net income attributable to Hyatt Hotels Corporation
|
$
|
769
|
|
|
$
|
389
|
|
|
$
|
206
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
113,259,113
|
|
|
124,836,917
|
|
|
132,930,578
|
|
|||
Share-based compensation and equity-classified forward contract
|
1,865,904
|
|
|
1,509,986
|
|
|
1,008,753
|
|
|||
Diluted weighted-average shares outstanding
|
115,125,017
|
|
|
126,346,903
|
|
|
133,939,331
|
|
|||
Basic Earnings Per Share:
|
|
|
|
|
|
||||||
Net income
|
$
|
6.79
|
|
|
$
|
3.13
|
|
|
$
|
1.55
|
|
Net income and accretion attributable to noncontrolling interests
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income attributable to Hyatt Hotels Corporation
|
$
|
6.79
|
|
|
$
|
3.12
|
|
|
$
|
1.55
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
||||||
Net income
|
$
|
6.68
|
|
|
$
|
3.09
|
|
|
$
|
1.53
|
|
Net income and accretion attributable to noncontrolling interests
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income attributable to Hyatt Hotels Corporation
|
$
|
6.68
|
|
|
$
|
3.08
|
|
|
$
|
1.53
|
|
|
Years Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Interest income (Note 4)
|
$
|
28
|
|
|
$
|
110
|
|
|
$
|
28
|
|
Depreciation recovery
|
22
|
|
|
27
|
|
|
25
|
|
|||
Performance guarantee liability amortization (Note 15)
|
18
|
|
|
19
|
|
|
34
|
|
|||
Debt repayment guarantee liability amortization (Note 15)
|
11
|
|
|
10
|
|
|
3
|
|
|||
Foreign currency gains (losses), net
|
4
|
|
|
(2
|
)
|
|
1
|
|
|||
Pre-condemnation income
|
4
|
|
|
18
|
|
|
—
|
|
|||
Cease use liability
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||
Realized losses, net (Note 4)
|
(3
|
)
|
|
(41
|
)
|
|
(4
|
)
|
|||
Loss on extinguishment of debt (Note 10)
|
(7
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Transaction costs
|
(10
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Impairment of an equity security without a readily determinable fair value (Note 4)
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized gains (losses), net (Note 4)
|
(47
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Performance guarantee expense, net (Note 15)
|
(59
|
)
|
|
(77
|
)
|
|
(63
|
)
|
|||
Other
|
12
|
|
|
2
|
|
|
(5
|
)
|
|||
Other income (loss), net
|
$
|
(49
|
)
|
|
$
|
42
|
|
|
$
|
12
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
|||||||||||||||||
Consolidated statements of income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total revenues
|
$
|
1,138
|
|
|
$
|
1,074
|
|
|
$
|
1,133
|
|
|
$
|
1,109
|
|
|
$
|
1,117
|
|
|
$
|
1,070
|
|
|
$
|
1,149
|
|
|
$
|
1,126
|
|
Direct and selling, general, and administrative expenses
|
1,054
|
|
|
1,012
|
|
|
1,026
|
|
|
1,030
|
|
|
1,072
|
|
|
1,011
|
|
|
1,048
|
|
|
1,071
|
|
||||||||
Net income
|
44
|
|
|
237
|
|
|
77
|
|
|
411
|
|
|
213
|
|
|
19
|
|
|
103
|
|
|
55
|
|
||||||||
Net income attributable to Hyatt Hotels Corporation
|
44
|
|
|
237
|
|
|
77
|
|
|
411
|
|
|
213
|
|
|
18
|
|
|
103
|
|
|
55
|
|
||||||||
Net income per share—basic
|
$
|
0.41
|
|
|
$
|
2.12
|
|
|
$
|
0.67
|
|
|
$
|
3.47
|
|
|
$
|
1.78
|
|
|
$
|
0.15
|
|
|
$
|
0.82
|
|
|
$
|
0.43
|
|
Net income per share— diluted
|
$
|
0.40
|
|
|
$
|
2.09
|
|
|
$
|
0.66
|
|
|
$
|
3.40
|
|
|
$
|
1.75
|
|
|
$
|
0.15
|
|
|
$
|
0.81
|
|
|
$
|
0.42
|
|
Cash dividends declared per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Description
|
|
Balance at beginning of period
|
|
Additions charged to revenues, costs and expenses
|
|
Additions charged to other accounts
|
|
Deductions
|
|
Balance at end of period
|
||||||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade receivables—allowance for doubtful accounts
|
|
$
|
21
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
26
|
|
Financing receivables—allowance for losses
|
|
108
|
|
|
7
|
|
|
(2
|
)
|
A
|
(12
|
)
|
|
101
|
|
|||||
Deferred tax assets—valuation allowance
|
|
51
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade receivables—allowance for doubtful accounts
|
|
18
|
|
|
8
|
|
|
—
|
|
|
(5
|
)
|
|
21
|
|
|||||
Financing receivables—allowance for losses
|
|
100
|
|
|
6
|
|
|
2
|
|
A
|
—
|
|
|
108
|
|
|||||
Deferred tax assets—valuation allowance
|
|
27
|
|
|
24
|
|
B
|
—
|
|
|
—
|
|
|
51
|
|
|||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade receivables—allowance for doubtful accounts
|
|
15
|
|
|
6
|
|
|
—
|
|
|
(3
|
)
|
|
18
|
|
|||||
Financing receivables—allowance for losses
|
|
98
|
|
|
10
|
|
|
—
|
|
|
(8
|
)
|
|
100
|
|
|||||
Deferred tax assets—valuation allowance
|
|
17
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
27
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
+10.4
|
|
|
|
|
|
+10.5
|
|
|
|
|
|
+10.6
|
|
|
|
|
|
+10.7
|
|
|
|
|
|
+10.8
|
|
|
|
|
|
+10.9
|
|
|
|
|
|
+10.10
|
|
|
|
|
|
+10.11
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
+10.12
|
|
|
|
|
|
+10.13
|
|
|
|
|
|
+10.14
|
|
|
|
|
|
+10.15
|
|
|
|
|
|
+10.16
|
|
|
|
|
|
+10.17
|
|
|
|
|
|
+10.18
|
|
|
|
|
|
+10.19
|
|
|
|
|
|
+10.20
|
|
|
|
|
|
+10.21
|
|
|
|
|
|
+10.22
|
|
|
|
|
|
+10.23
|
|
|
|
|
|
+10.24
|
|
|
|
|
|
+10.25
|
|
|
|
|
|
+10.26
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
+10.27
|
|
|
|
|
|
+10.28
|
|
|
|
|
|
+10.29
|
|
|
|
|
|
+10.30
|
|
|
|
|
|
+10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
14.1
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
99.1
|
|
|
|
|
|
99.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
+
|
Management contract or compensatory plan or arrangement.
|
Organization, Authority and Qualification of the Company
|
27
|
|
|
Subsidiaries
|
27
|
|
|
Due Authorization
|
29
|
|
|
Capitalization; Officers and Directors.
|
29
|
|
|
Governmental Consents and Approvals
|
30
|
|
|
No Conflict
|
30
|
|
|
Financial Information
|
30
|
|
|
Governmental Authorizations and Regulations
|
31
|
|
|
Absence of Certain Changes
|
32
|
|
|
Absence of Litigation
|
32
|
|
|
Compliance with Laws
|
32
|
|
|
Material Contracts
|
32
|
|
|
Vendors
|
35
|
|
|
Intellectual Property
|
35
|
|
|
Owned Real Property
|
36
|
|
|
Leased Real Property
|
36
|
|
|
Affiliate Transactions
|
37
|
|
|
Insurance
|
37
|
|
|
Taxes
|
37
|
|
|
Environmental Matters
|
39
|
|
|
Employee Benefit Plans
|
40
|
|
|
Employee Matters
|
42
|
|
|
Foreign Corrupt Practices Act; Anti-Corruption
|
44
|
|
|
Assets and Properties
|
44
|
|
|
No Brokers
|
44
|
|
|
Pipeline
|
45
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
|
|
|
Organization and Authority of the Purchaser
|
45
|
|
|
Due Authorization
|
45
|
|
|
Governmental Consents and Approvals
|
45
|
|
|
No Conflict
|
45
|
|
|
Absence of Litigation
|
46
|
|
|
Availability of Funds
|
46
|
|
|
Investment Intention
|
46
|
|
|
Solvency
|
46
|
|
|
No Other Information.
|
47
|
|
|
No Brokers
|
47
|
|
No Third-Party Beneficiaries
|
89
|
|
|
Amendment
|
90
|
|
|
Extension; Waiver
|
90
|
|
|
Governing Law; Jurisdiction
|
90
|
|
|
Waiver of Jury Trial
|
90
|
|
|
Public Announcements
|
91
|
|
|
Specific Performance
|
91
|
|
|
Counterparts; Effectiveness
|
91
|
|
|
Certain Legal Representation Matters
|
92
|
|
|
Sellers’ Representative
|
93
|
|
|
Several Liability
|
94
|
|
|
|
|
|
|
|
EXHIBITS AND SCHEDULES
|
|
|
|
|
|
|
EXHIBIT A
|
TRANSITION SERVICES AGREEMENT
|
|
|
EXHIBIT B
|
STATEMENT OF WORKING CAPITAL
|
|
|
EXHIBIT C
|
R&W POLICY
|
|
|
EXHIBIT D
|
LTIP ACKNOWLEDGMENT
|
|
|
EXHIBIT E
|
LICENSE AGREEMENT
|
|
|
EXHIBIT F
|
JOINDER AGREEMENT
|
|
|
|
|
|
|
SCHEDULE 1
|
FOREIGN SUBSIDIARIES
|
|
|
SCHEDULE 2
|
RESTRUCTURING TRANSACTIONS
|
|
DCA Grant Identifier:
|
[INSERT GRANT IDENTIFIER]
|
Grant Date:
|
[INSERT GRANT DATE]
|
Vesting Schedule and Payment Date:
|
Subject to acceleration in certain circumstances, the DCA vests on the following dates (each, a “
Payment Date
”), subject to your continued Service with the Company through the applicable vesting date:
25% of the DCA on [INSERT DATE]
25% of the DCA on [INSERT DATE]
25% of the DCA on [INSERT DATE]
25% of the DCA on [INSERT DATE]
Vested portions of the DCA shall be settled and paid on or within 30 days after each Payment Date listed above.
|
Tax Withholding
:
|
The Company will deduct or withhold from the amount payable to the Participant upon settlement of the DCA the amount sufficient to satisfy the statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.
|
Transferability of the DCA
:
|
The DCA may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, amounts payable with respect to the DCA shall be paid to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the DCA is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the DCA is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the DCA under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of DCAs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the DCA (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the DCA to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest.
|
SARS Identifier:
|
[INSERT SAR IDENTIFIER]
|
Grant Date:
|
[INSERT GRANT DATE]
|
Grant Price
|
100% of the Share Value on the Grant Date
|
Expiration Date:
|
10 years after the Grant Date above, subject to earlier termination
|
Vesting Schedule:
|
Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following dates, subject to your continued Service with the Company through the applicable vesting date:
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
|
Exercise; Payment of the Spread:
|
Once vested (and subject to the exercisability limitations described above if such vesting occurs pursuant to the Retirement Policy), SARs may be exercised as follows:
(i) on any day while the Participant is in the Service of the Company and not prohibited from trading pursuant to the Company’s Insider Trading Policy until the Expiration Date,
(ii) if the Participant’s Termination of Service is for reasons other than Retirement (as defined in the Retirement Policy), death or Disability, during the 30-day period following Termination of Service, but not later than the Expiration Date,
(iii) if the Participant’s Termination of Service is by reason of death or Disability, during the one-year period following such Termination of Service but not later than the Expiration Date, and
(iv) if the Participant Termination of Service is by reason of Retirement (as defined in the Retirement Policy), on any day following the date such SARs would otherwise become vested and exercisable under the Vesting Schedule until the Expiration Date above.
If, following the Participant’s Termination of Service, the vested SARs are not exercised during the exercise windows set forth in (ii), (iii) or (iv) above, they shall terminate and be forfeited. Notwithstanding the foregoing, the SARs shall terminate and not be exercisable on the Expiration Date.
If the Participant elects to exercise some or all of his or her vested SARs, the Participant may do so by filing an electronic request in accordance with procedures established by the Administrator.
Settlement of exercised SARs will occur as promptly as practicable, but no later than 30 days following the applicable exercise date. Settlement will be accomplished through the issuance of a number of shares of Common Stock to the Participant having a Share Value at the time of exercise equal to the aggregate amount of the Spread applicable to the exercised SARs, subject to tax withholding, as provided below; provided that only whole shares of Common Stock shall be issued, and any partial shares shall be paid in cash.
|
Tax Withholding:
|
Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from the Common Stock issuable upon exercise of the SARs a number of shares having a Share Value equal to the amount sufficient to satisfy the statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings (subject to any applicable limitation(s) in the Plan) with respect to the exercise of the SARs. Notwithstanding anything to the contrary herein, if the withholding obligation arises during a period in which the Participant is prohibited from trading in the Common Stock under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the withholding obligation shall automatically be satisfied by the Company withholding shares of Common Stock.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan.
|
Transferability of SARs
:
|
The SARs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the SARs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the SARs is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the SARs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of SARs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of SARs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
Restrictive Covenants
:
|
As a condition of this SAR Award, Participant agrees to execute and deliver the Non-Competition Agreement and to the extent Participant has not done so already, Participant agrees to execute and deliver the (i) Non-Solicitation & Non-Disparagement Agreement (ii) Confidentiality Agreement, and (iii) Invention Assignment Agreement in form and substance acceptable to the Company, and Participant agrees to be bound by the terms of those agreements.
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs and the Participant shall have no further right to exercise any SARs or to receive shares of Common Stock thereunder.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
SARS Identifier:
|
[INSERT SAR IDENTIFIER]
|
Grant Date:
|
[INSERT GRANT DATE]
|
Grant Price
|
100% of the Share Value on the Grant Date
|
Expiration Date:
|
10 years after the Grant Date above, subject to earlier termination
|
Vesting Schedule:
|
Subject to acceleration in certain circumstances, the SARs vest and become exercisable on the following dates, subject to your continued Service with the Company through the applicable vesting date:
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
|
Company; Defined Terms
:
|
Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.
To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.
|
Type of Award:
|
Stock appreciation rights, or SARs.
Exercise of the SARs entitles the Participant to receive an amount equal to the Spread, if any, determined at the time of exercise. The “
Spread
” is (i) the difference (but not less than zero) between the Share Value of one share of Common Stock at the time of exercise and the Grant Price of one share of Common Stock, multiplied by (ii) the number of shares of Common Stock subject to the SARs exercised.
|
Vesting:
|
The SARs vest and become exercisable according to the schedule set forth above (the “
Vesting Schedule
”). SARs will vest on such dates only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through such vesting date. “
Service
” for purposes of this Award Agreement shall mean employment as an Employee, or service to the Company as a Director or Consultant.
Except as provided below, all unvested SARs will be forfeited upon Termination of Service and all vested SARs will remain exercisable for a certain period of time following such Termination of Service, as provided below. For the avoidance of doubt, the Amended and Restated Retirement Policy Regarding Equity Vesting and Exercise (as the same may be amended from time to time) shall not apply to this Award.
Vesting of the SARs will continue or accelerate in the following circumstances:
In the event of Termination of Service due to death or Disability, all SARs will vest in full. For this purpose “
Disability
” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.
In the event of a Change in Control, vesting of the SARs will accelerate to the extent provided in Section 12.2 of the Plan.
As described below, vested and unvested SARs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the SARs is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the SARs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of SARs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of SARs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs and the Participant shall have no further right to exercise any SARs or to receive shares of Common Stock thereunder.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
RSUs Grant Identifier:
|
[INSERT GRANT IDENTIFIER]
|
Grant Date:
|
[INSERT GRANT DATE]
|
Performance Period:
|
[INSERT PERFORMANCE PERIOD]
|
Vesting Schedule and Payment Date:
|
Subject to acceleration in certain circumstances, 100% of the RSUs will vest on [INSERT PAYMENT DATE] (the “
Payment Date
”),
subject to achievement of the “Adjusted EBITDA Goal” and subject to your continued Service with the Company through the Payment Date (except as otherwise set forth in this Agreement).
Vested RSUs shall be settled and delivered on or within 30 days after the Payment Date listed above.
|
Company; Defined Terms
:
|
Except as the context may otherwise require, references to the “
Company
” shall be deemed to include its subsidiaries and affiliates.
To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.
|
Type of Award
:
|
Restricted Stock Units, or RSUs.
Each RSU entitles the Participant to receive one share of Common Stock at settlement, as described below.
|
Vesting
:
|
The RSUs shall vest on the Payment Date set forth above only if (a) the Committee determines and certifies, prior to the Payment Date, that the “Adjusted EBITDA Goal” of $773.8 million (the “
Performance Goal
”) is met or exceeded and (b) the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through the Payment Date. “Service” for purposes of this Award shall mean employment as an Employee, or service to the Company as a Director or Consultant.
“Adjusted EBITDA” means, net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:
Equity earnings (losses) from unconsolidated hospitality ventures;
Gains (losses) on sales of real estate and other;
Asset impairments;
Other income (loss), net;
Discontinued operations, net of tax;
Net loss (income) attributable to noncontrolling interests;
Depreciation and amortization;
Interest expense;
Benefit (provision) for income taxes; and
Stock-based compensation expense.
Adjusted EBITDA is calculated by adding the Adjusted EBITDA of each of our reportable segments to corporate and other Adjusted EBITDA. For the purposes of this Agreement, net income (loss) attributable to Hyatt Hotels Corporation will be calculated in accordance with accounting principles generally accepted in the United States (US GAAP) as in effect on the date hereof.
The Adjusted EBITDA Goal is based on 90% of the Company’s budget as approved by the Board of Directors for 2016 adjusted to exclude expense associated with Variable Compensation (as defined below) (the “Budget”).
The Adjusted EBITDA Goal and the determination of the Company’s performance against such goal shall be further adjusted to reflect the following items:
Exclude from the Adjusted EBITDA Goal any Adjusted EBITDA subsequent to the transaction date for dispositions where the disposition was not included in the Budget;
Include in the Adjusted EBITDA Goal any Adjusted EBITDA subsequent to the transaction date derived from final Board approved or Development Committee approved pro-forma for acquisitions;
Include in the Adjusted EBITDA Goal actualized results from the properties that were in the Budget as dispositions, but were not actually executed;
Include in the Adjusted EBITDA goal any Adjusted EBITDA subsequent to the date of certain capital transactions (third party or otherwise) which cause Hyatt to begin recognizing investments as joint ventures and thus recognize pro-rata share of Adjusted EBITDA related to the transactions.
Exclude from the Adjusted EBITDA goal any Adjusted EBITDA subsequent to the date of certain capital transactions (third party or otherwise) which cause Hyatt to cease recognizing investments as joint ventures and thus no longer recognize pro-rata share of Adjusted EBITDA related to the transactions.
Include or exclude as relevant changes in Adjusted EBITDA reflecting changes in accounting methodology that would have an impact of more than 1% if not included in the Budget;
Exclude any expense associated with Variable Compensation; and
Incorporate in the Adjusted EBITDA Goal actual realized foreign currency exchange rates.
“Variable Compensation” means all accounting expenses reflected in Adjusted EBITDA for (i) the Hyatt Hotels Corporation Annual Incentive Plan, (ii) the Amended and Restated Hyatt Hotels Corporation Executive Incentive Plan, (iii) cash awards other than annual cash awards.
The Committee shall determine and certify performance with respect to the Performance Goal following the end of the Performance Period, but in no event later than the Payment Date (such date of determination, the “
Determination Date
”). If the Performance Goal is not met as of the Determination Date, all unvested RSUs will be forfeited upon the Determination Date.
Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. For the avoidance of doubt, the Amended and Restated Retirement Policy Regarding Equity Vesting and Exercise (as the same may be amended from time to time) shall not apply to this Award.
Once vested, RSUs will become payable and settled by delivery of shares of Common Stock, as provided below.
Vesting of the RSUs will continue or accelerate in the following circumstances:
In the event of the Participant’s death or Disability (as defined below) (a) on or prior to the last day of the Performance Period, the RSUs shall vest in full subject to the Committee determining and certifying that the Performance Goal has been met or exceeded as of the date of such death or Disability, with any vested RSUs to be settled and delivered to the Participant or his or her designated beneficiary on or within 30 days after the date of such death or Disability, or (b) after the Performance Period, the RSUs shall vest in full subject to the Committee determining and certifying that the Performance Goal has been met or exceeded as of the Determination Date, with any vested RSUs to be settled and delivered to the Participant or his or her designated beneficiary on or within 30 days after the Payment Date listed above. For this purpose “
Disability
” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.
In the event of a Change in Control, vesting of the RSUs will accelerate and the RSUs will become payable to the extent provided in Section 12.2 of the Plan.
As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).
|
Settlement and Payment of RSUs
:
|
Except as otherwise provided upon Change in Control, death or Disability, RSUs shall be settled and shares of Common Stock delivered on or within 30 days after the Payment Date listed above.
|
|
Settlement will be accomplished through the issuance of shares of Common Stock to the Participant equal to the number of RSUs to be settled and paid. The issuance of shares will be subject to tax withholding, as provided below.
|
Dividend Equivalent Rights
:
|
Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right that shall, while it remains outstanding, and to the extent that dividends are paid on Common Stock and subject to the terms set forth below, entitle the Participant to a cash payment in the amount of any such dividend(s) paid by the Company in respect of a share of Common Stock. The Dividend Equivalent right shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (b) the delivery to the Participant of the share of Common Stock (or other payment) in respect of the RSU to which such Dividend Equivalent right corresponds (in any case, the “
RSU Termination Date
”). Each Dividend Equivalent right will entitle the Participant to a cash payment in the amount of any dividend(s) paid by the Company in respect of a share of Common Stock to the extent that such dividend(s) are declared and have
ex dividend
date(s), in each case, that occur on or after the applicable Grant Date and on or prior to the applicable RSU Termination Date, payable upon the Payment Date in respect of the RSU to which such Dividend Equivalent right corresponds;
provided
, that with respect to any dividends meeting such criteria that are paid after the RSU Termination Date, the applicable Dividend Equivalent payment will be made if and when the Company pays the underlying dividend (but in no event later than March 15
th
of the year following the year in which the applicable
ex dividend
date occurs). For the avoidance of doubt, (i) if a RSU does not ultimately vest hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent payment be made that would result in the Participant receiving both the Dividend Equivalent payment (in respect of a dividend) and the actual dividend with respect to the same RSU and corresponding share of Common Stock. Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “
Section 409A
”).
|
Tax Withholding
:
|
Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon settlement of the RSU a number of shares of Common Stock having a Share Value equal to the amount sufficient to satisfy the statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings (subject to any applicable limitation(s) in the Plan). Notwithstanding anything to the contrary herein, if the tax obligation arises during period in which the Participant is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding shares of Common Stock.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.
|
Transferability of RSUs
:
|
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the RSUs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of RSUs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the RSUs and/or Dividend Equivalents (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the RSUs and/or Dividend Equivalents to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest.
|
Target Number of PSUs:
|
_____
|
Maximum Number of PSUs:
|
_____
|
PSU Grant Identifier:
|
[INSERT DATE] (the “
Grant Date
”)
|
Performance Period:
|
[INSERT PERFORMANCE PERIOD]
|
Vesting of Award and Payment Date:
|
The PSUs are earned (or not) based on achievement relative to the Performance Goal set forth in this Agreement and subject to the Participant’s continued Service with the Company through the last day of the Performance Period (except as otherwise set forth in this Agreement). Except as otherwise provided upon a Change in Control, to the extent that the PSUs are earned, the earned PSUs shall be delivered to the Participant within thirty (30) days following the Determination Date (but in no event later than March 15, 2020).
|
Company; Defined Terms
:
|
Except as the context may otherwise require, references to the “
Company
” shall be deemed to include its subsidiaries and affiliates.
To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.
|
Determination of Number of Earned Performance Share Units
:
|
The number of PSUs earned, if any, for the Performance Period shall be determined as follows:
Earned PSUs =
Adjusted ROGA Payout Percentage x Target Number of PSUs x Relative EBITDA Growth Modifier
The “
Adjusted ROGA Payout Percentage
” is based on “Adjusted ROGA Performance” (the “
Primary Performance Goal
”) over the Performance Period, determined and certified by the Committee following the end of the Performance Period, in accordance with the following table:
|
||||||
|
|
Below Threshold
|
Threshold
|
Target
|
Maximum
|
||
|
Adjusted ROGA Performance
|
|
|
|
|
||
|
Adjusted ROGA Payout Percentage
|
0%
|
33%
|
100%
|
182%
|
||
|
|
|
|
|
|
||
|
Achievement between threshold and target and between target and maximum will be interpolated linearly.
The “
Relative EBITDA Growth Modifier
” is based on “Relative EBITDA Growth Rank” (the “
Modifier
” and, together with the Primary Performance Goal, the “
Performance Goal
”) over the Performance Period, determined and certified by the Committee, subject to the Committee’s right to reduce the Relative EBITDA Growth Modifier in its discretion in accordance with the Plan, following the end of the Performance Period, in accordance with the following table:
|
||||||
|
Relative EBITDA Growth Rank
|
Relative EBITDA Growth Modifier
|
|
||||
|
1 |
110% |
|
||||
|
2 |
105% |
|
||||
|
3 |
100% |
|
||||
|
4 |
100% |
|
||||
|
5 |
95% |
|
||||
|
6 |
90% |
|
The Committee shall determine and certify performance with respect to the Performance Goal for the Performance Period following the end of the Performance Period (such date of determination, the “
Determination Date
”). Subject to Participant’s continued Service through the last day of the Performance Period (except as otherwise provided herein), as of the Determination Date, Participant shall earn a number of PSUs based on the Committee’s determination and certification of performance with respect to the Performance Goal. In no event shall Participant earn a number of PSUs in excess of the Maximum PSUs indicated above. All PSUs that are not earned as of the Determination Date shall be forfeited.
“
Adjusted ROGA Performance
” means the straight average of Adjusted ROGA for each year of the Performance Period. The Committee may, in its sole discretion, adjust actual Adjusted ROGA for any year and/or Adjusted ROGA Performance achieved downward, but not upward, to reflect any other items that it deems appropriate.
“
Adjusted ROGA
” means, for each year of the Performance Period, Adjusted EBITDA divided by Average Gross Assets
“
Adjusted EBITDA
” means, for each year in the Performance Period, net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:
Equity earnings (losses) from unconsolidated hospitality ventures;
Gains (losses) on sales of real estate and other;
Asset impairments;
Other income (loss), net;
Discontinued operations, net of tax;
Net loss (income) attributable to noncontrolling interests;
Depreciation and amortization;
Interest expense;
Benefit (provision) for income taxes; and
Stock-based compensation expense
Adjusted EBITDA is calculated by adding the Adjusted EBITDA of each of Hyatt’s reportable segments to corporate and other Adjusted EBITDA. For the purposes of this Agreement, net income (loss) attributable to Hyatt Hotels Corporation will be calculated in accordance with accounting principles generally accepted in the United States (US GAAP) as in effect on the Date of Grant.
“Average Gross Assets” means the average of the year-end prior year and year-end current year:
Total assets; plus
Accumulated Depreciation of Property & Equipment
“
Relative EBITDA Growth Rank
” means, the rank order (including Hyatt) of cumulative growth of EBITDA figures (earnings before interest, taxes, depreciation, and amortization), to the extent publicly reported prior to the Determination Date, from each of the following: Accor, Hilton, Host, Intercontinental, and Marriott over the performance period.
The attainment of performance metrics under this agreement shall be determined by the Committee in accordance with GAAP (Generally Accepted Accounting Principles), as in effect on the Grant Date and without regard to any changes in GAAP accounting that may occur subsequent thereto.
|
Settlement and Payment of PSUs:
|
Except as otherwise provided upon a Change in Control, or the Participant’s death or Disability, any earned PSUs shall be settled and shares of Common Stock delivered to the Participant within thirty (30) days following the Determination Date (but in no event later than March 15, 2020) (the “
Payment Date
”).
Except as otherwise provided below in the event of a Change in Control, settlement will be accomplished through the issuance of shares of Common Stock to the Participant equal to the number of PSUs earned and to be settled and paid. The issuance of shares of Common Stock will be subject to tax withholding, as provided below.
|
||||||
Termination of Service
:
|
Subject to the exceptions below, the earned PSUs will be payable only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through the last day of the Performance Period. “
Service
” for purposes of this Award shall mean employment as an Employee, or service to the Company as a Director or Consultant. Except as provided below, all unearned PSUs will be forfeited and cancelled for no consideration upon Termination of Service. Notwithstanding the foregoing, PSUs will not be forfeited or cancelled in the following circumstances:
In the event of the Participant’s death or Disability (as defined below) prior to the end of the Performance Period, the date of the most recent fiscal quarter end prior to the Participant’s death or Disability shall be the last day of the Performance Period, and the Participant shall be eligible to earn PSUs on a pro rata basis in an amount equal to the number of PSUs that would have been earned hereunder determined as of immediately prior to the Participant’s death or Disability based on actual performance of the Company against the Performance Goal through the most recent fiscal quarter end (projected through the remainder of the performance period based on actual performance), as determined and certified by the Committee, multiplied by a fraction the numerator of which is the number of full months elapsed in the Performance Period through the Participant’s death or Disability and the denominator of which is 36. Any earned PSUs (and the Dividend Equivalents thereon) shall be settled within thirty (30) days following such death or Disability (which shall be deemed to be the Payment Date). For this purpose “
Disability
” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.
Notwithstanding the Amended and Restated Retirement Policy Regarding Equity Vesting adopted by Hyatt Hotels Corporation (the “
Retirement Policy
”), in the event of Participant’s Retirement (as defined in the Retirement Policy) prior to the end of the Performance Period, the Participant shall be eligible to earn PSUs on a pro rata basis in an amount equal to the number PSUs that would have been earned as of the Determination Date, multiplied by a fraction the numerator of which is the number of full months elapsed in the Performance Period through the Participant’s date of Retirement and the denominator of which is 36.
As described below, PSUs are subject to cancellation and forfeiture for no consideration in the event the Participant engages in certain “detrimental conduct” (as defined below).
|
Change in Control
:
|
In the event of a Change in Control during the Performance Period, subject to Participant’s continued Service through the date of such Change in Control (or earlier termination due to Retirement), the date of the most recent fiscal quarter end shall be the last day of the Performance Period, and the number of PSUs earned hereunder will be determined as of immediately prior to the Change in Control based on actual performance of the Company against the Performance Goal through the most recent fiscal quarter end (projected through the remainder of the performance period based on actual performance), as determined and certified by the Committee. Settlement of PSUs will be accomplished through the issuance of shares of Common Stock or cash, as the Committee may determine, and any earned PSUs (and the Dividend Equivalents thereon) shall be settled immediately upon the Change in Control (which shall be deemed to be the Payment Date). Any PSUs not earned upon a Change in Control shall be forfeited and cancelled for no consideration.
|
||||||
Rights of Ownership
|
The Participant shall not have any rights or privileges of a stockholder with respect to the PSUs subject to this Award unless and until shares of Common Stock are delivered in respect hereof.
|
||||||
Dividend Equivalent Rights
:
|
Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right that shall, while it remains outstanding, and to the extent that dividends are paid on Common Stock and subject to the terms set forth below, entitle the Participant to a cash payment in the amount of any such dividend(s) paid by the Company in respect of a share of Common Stock. The Dividend Equivalent right shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the PSU to which such Dividend Equivalent right corresponds, or (b) the delivery to the Participant of the share of Common Stock (or other payment) in respect of the PSU to which such Dividend Equivalent right corresponds (in any case, the “
PSU Termination Date
”). Each Dividend Equivalent right will entitle the Participant to a cash payment in the amount of any dividend(s) paid by the Company in respect of a share of Common Stock to the extent that such dividend(s) are declared and have
ex dividend
date(s), in each case, that occur on or after the applicable Grant Date and on or prior to the applicable PSU Termination Date, payable upon the Payment Date in respect of the RSU to which such Dividend Equivalent right corresponds;
provided
, that with respect to any dividends meeting such criteria that are paid after the PSU Termination Date, the applicable Dividend Equivalent payment will be made if and when the Company pays the underlying dividend (but in no event later than March 15
th
of the year following the year in which the applicable
ex dividend
date occurs). For the avoidance of doubt, (i) if a PSU is not ultimately earned hereunder, no Dividend Equivalent payments shall be made with respect to such unearned PSU, and (ii) in no event shall a Dividend Equivalent payment be made that would result in the Participant receiving both the Dividend Equivalent payment (in respect of a dividend) and the actual dividend with respect to the same PSU and corresponding share of Common Stock. Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “
Section 409A
”).
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested shares of PSUs and all such awards shall be null and void as of the date such detrimental conduct first occurs and the Participant shall not receive any consideration therefor.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
||||||
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the RSUs and/or Dividend Equivalents (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the PSUs and/or Dividend Equivalents to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest. For the avoidance of doubt, to the extent that any PSUs are “nonqualified deferred compensation” within the meaning of Section 409A, the settlement of PSUs hereunder upon a Change in Control shall only occur to the extent that such Change in Control is also a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Section 409A(a)(2)(A)(v).
|
RSUs Grant Identifier:
|
[INSERT GRANT IDENTIFIER]
|
Grant Date:
|
[INSERT GRANT DATE]
|
Vesting Schedule and Payment Date:
|
Subject to acceleration in certain circumstances, the RSUs vest on the following dates (each, a “
Payment Date
”), subject to your continued Service with the Company through the applicable vesting date:
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
Vested RSUs shall be settled and paid on or within 30 days after each Payment Date listed above.
|
Company; Defined Terms
:
|
Except as the context may otherwise require, references to the “Company” shall be deemed to include its subsidiaries and affiliates.
To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.
|
Type of Award
:
|
Restricted Stock Units, or RSUs.
An RSU entitles the Participant to receive in cash an amount equal to the Share Value of that number of shares of Common Stock equal to the number of RSUs granted, as described below.
|
Vesting
:
|
The RSUs vest according to the schedule set forth above. RSUs will vest on such dates only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through such vesting date. “
Service
” for purposes of this Award shall mean employment as an Employee, or service to the Company as a Director or Consultant.
Except as provided below, all unvested RSUs will be forfeited upon Termination of Service. Once vested, RSUs will become payable and settled by payment of an amount in cash equal to the Share Value of shares of Common Stock subject to the RSU, as provided below.
Vesting of the RSUs will continue or accelerate in the following circumstances:
In the event of the Participant’s death or Disability (as defined below), all RSUs will vest in full, and will be settled and paid to the Participant or his or her designated beneficiary on or within 30 days after the date of such death or Disability. For this purpose “
Disability
” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.
In the event of a Change in Control, vesting of the RSUs will accelerate and the RSUs will become payable to the extent provided in Section 12.2 of the Plan.
In the event of Retirement (as defined in the Retirement Policy Regarding Equity Vesting adopted by Hyatt Hotels Corporation (the “
Retirement Policy
”)), the RSUs will vest according to the Retirement Policy, but will be settled and paid on or within 30 days after each Payment Date listed above.
As described below, vested and unvested RSUs are subject to cancellation and forfeiture in the event the Participant engages in certain “detrimental conduct” (as defined below).
|
Settlement and Payment of RSUs
:
|
Except as otherwise provided upon a Change in Control, death or disability, RSUs shall be settled and paid on or within 30 days after each Payment Date listed above.
|
|
Settlement will be accomplished by payment of an amount in cash equal to the Share Value on the Payment Date of the shares of Common Stock subject to the RSUs to be settled, subject to any withholdings, as provided below.
|
Dividend Equivalent Rights
:
|
Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right that shall, while it remains outstanding, and to the extent that dividends are paid on Common Stock and subject to the terms set forth below, entitle the Participant to a cash payment in the amount of any such dividend(s) paid by the Company in respect of a share of Common Stock. The Dividend Equivalent right shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (b) the delivery to the Participant of the cash amount in respect of the RSU to which such Dividend Equivalent right corresponds (in any case, the “
RSU Termination Date
”). Each Dividend Equivalent right will entitle the Participant to a cash payment in the amount of any dividend(s) paid by the Company in respect of a share of Common Stock to the extent that such dividend(s) are declared and have an
ex dividend
date, in each case, that occur on or after the Grant Date and on or prior to the applicable RSU Termination Date, payable upon the Payment Date in respect of the RSU to which such Dividend Equivalent right corresponds;
provided
, that with respect to any such dividends that are paid after the RSU Termination Date, the applicable Dividend Equivalent payment will be made if and when the Company pays the underlying dividend (but in no event later than March 15
th
of the year following the year in which the applicable
ex dividend
date occurs). For the avoidance of doubt, if a RSU does not ultimately vest hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU. Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “
Section 409A
”).
|
Tax Withholding
:
|
The Company will deduct or withhold from the amount payable to the Participant upon settlement of the RSU the amount sufficient to satisfy the minimum statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.
|
Transferability of RSUs
:
|
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, amounts payable with respect to the RSUs shall be paid to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the RSUs and/or Dividend Equivalents (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the RSUs and/or Dividend Equivalents to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest.
|
RSUs Grant Identifier:
|
[INSERT GRANT IDENTIFIER]
|
Grant Date:
|
[INSERT DRAFT DATE]
|
Vesting Schedule and Payment Date:
|
Subject to acceleration in certain circumstances, the RSUs vest on the following dates (each, a “
Payment Date
”),
subject to your continued Service with the Company through the applicable vesting date:
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
25% of the RSUs on [INSERT DATE]
Vested RSUs shall be settled and delivered on or within 30 days after each Payment Date listed above.
|
Dividend Equivalent Rights
:
|
Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right that shall, while it remains outstanding, and to the extent that dividends are paid on Common Stock and subject to the terms set forth below, entitle the Participant to a cash payment in the amount of any such dividend(s) paid by the Company in respect of a share of Common Stock. The Dividend Equivalent right shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds, or (b) the delivery to the Participant of the share of Common Stock (or other payment) in respect of the RSU to which such Dividend Equivalent right corresponds (in any case, the “
RSU Termination Date
”). Each Dividend Equivalent right will entitle the Participant to a cash payment in the amount of any dividend(s) paid by the Company in respect of a share of Common Stock to the extent that such dividend(s) are declared and have
ex dividend
date(s), in each case, that occur on or after the applicable Grant Date and on or prior to the applicable RSU Termination Date, payable upon the Payment Date in respect of the RSU to which such Dividend Equivalent right corresponds;
provided
, that with respect to any dividends meeting such criteria that are paid after the RSU Termination Date, the applicable Dividend Equivalent payment will be made if and when the Company pays the underlying dividend (but in no event later than March 15
th
of the year following the year in which the applicable
ex dividend
date occurs). For the avoidance of doubt, (i) if a RSU does not ultimately vest hereunder, no Dividend Equivalent payments shall be made with respect to such unvested RSU, and (ii) in no event shall a Dividend Equivalent payment be made that would result in the Participant receiving both the Dividend Equivalent payment (in respect of a dividend) and the actual dividend with respect to the same RSU and corresponding share of Common Stock. Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “
Section 409A
”).
|
Tax Withholding
:
|
Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon settlement of the RSU a number of shares of Common Stock having a Share Value equal to the amount sufficient to satisfy the statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings (subject to any applicable limitation(s) in the Plan). Notwithstanding anything to the contrary herein, if the tax obligation arises during period in which the Participant is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding shares of Common Stock.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.
|
Transferability of RSUs
:
|
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the RSUs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of RSUs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
Restrictive Covenants
:
|
As a condition of this RSU Award, Participant agrees to execute and deliver the Non-Competition Agreement and to the extent Participant has not done so already, Participant agrees to execute and deliver the (i) Non-Solicitation & Non-Disparagement Agreement (ii) Confidentiality Agreement, and (iii) Invention Assignment Agreement in form and substance acceptable to the Company, and Participant agrees to be bound by the terms of those agreements.
|
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested and/or vested awards which have not been exercised or otherwise settled under the Plan and all such awards shall be null and void as of the date such detrimental conduct first occurs.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the RSUs and/or Dividend Equivalents (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the RSUs and/or Dividend Equivalents to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest.
|
Target Number of PSUs:
|
_____
|
Maximum Number of PSUs:
|
_____
|
PSU Grant Identifier:
|
[INSERT DATE] (the “
Grant Date
”)
|
Performance Period:
|
[INSERT PERFORMANCE PERIOD]
|
Vesting of Award and Payment Date:
|
The PSUs are earned (or not) based on achievement relative to the Performance Goals set forth in this Agreement and subject to the Participant’s continued Service with the Company through the last day of the Performance Period (except as otherwise set forth in this Agreement). Except as otherwise provided upon a Change in Control, to the extent that the PSUs are earned, the earned PSUs shall be delivered to the Participant within thirty (30) days following the Determination Date (but in no event later than [INSERT DATE]).
|
Company; Defined Terms
:
|
Except as the context may otherwise require, references to the “
Company
” shall be deemed to include its subsidiaries and affiliates.
To the extent not defined herein, capitalized terms shall have the meanings ascribed to them in the Plan.
|
Definitions
:
|
As used herein, the following terms shall have the following meanings:
“
Adjusted ROGA Performance
” means the straight average of Adjusted ROGA for each year of the Performance Period.
“
Adjusted ROGA
” means, for each year of the Performance Period, Adjusted EBITDA divided by Average Gross Assets
“
Adjusted EBITDA
” means, for each year in the Performance Period, net income attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:
Interest expense
Provision for income taxes
Depreciation and amortization
Equity earnings (losses) from unconsolidated hospitality ventures
Stock-based compensation expense
Gains (losses) on sales of real estate
Asset impairments
Other income (loss), net
Amortization of management and franchise agreement intangibles constituting payments to customers
Other revenues and expenses from managed and franchised properties, including revenues and expenses related to reservations, marketing, and technology costs
Adjusted EBITDAis calculated by adding the Adjusted EBITDA of each of Hyatt’s reportable segments to corporate and other Adjusted EBITDA. For the purposes of this Agreement, net income (loss) attributable to Hyatt Hotels Corporation will be calculated in accordance with accounting principles generally accepted in the United States (US GAAP) as in effect on the Date of Grant.
“
Average Gross Assets
” means the average of the year-end prior year and year-end current year:
Total assets; plus
Accumulated Depreciation of Property & Equipment
“
Managed & Franchised Adjusted EBITDA
” means, with respect to each fiscal year in the Performance Period, the sum of Adjusted EBITDA for the three management and franchising segments (Americas + ASPAC + EAME/SWAsia).
“
Peer Group Companies
” means, for the Performance Period, Hilton Hotels Corporation, Marriott International, Inc., InterContinental Hotels Group PLC, Host Hotels & Resorts, Inc., Sunstone Hotel Investors, Inc., and Park Hotels & Resorts Inc.
“
Performance Goals
” means (1) Adjusted ROGA Performance, (2) Managed and Franchised EBITDA Performance, and (3) Relative TSR Rank.
“
Relative TSR Rank
” means, the rank order (including Hyatt) of the 20-trading day average stock price prior to the beginning of the Performance Period, compared with last 20-trading day average, with dividends re-invested of each Peer Group Company over the Performance Period.
|
Settlement and Payment of PSUs:
|
Except as otherwise provided upon a Change in Control, or the Participant’s death or Disability, any earned PSUs shall be settled and shares of Common Stock delivered to the Participant within thirty (30) days following the Determination Date (but in no event later than [INSERT DATE]) (the “
Payment Date
”).
Except as otherwise provided below in the event of a Change in Control, settlement will be accomplished through the issuance of shares of Common Stock to the Participant equal to the number of PSUs earned and to be settled and paid. The issuance of shares of Common Stock will be subject to tax withholding, as provided below.
|
|||||||||||
Termination of Service
:
|
Subject to the exceptions below, the earned PSUs will be payable only if the Participant remains in continuous Service (as defined below) with the Company from the Grant Date through the last day of the Performance Period. “
Service
” for purposes of this Award shall mean employment as an Employee, or service to the Company as a Director or Consultant. Except as provided below, all unearned PSUs will be forfeited and cancelled for no consideration upon Termination of Service. Notwithstanding the foregoing, PSUs will not be forfeited or cancelled in the following circumstances:
In the event of the Participant’s death or Disability (as defined below) prior to the end of the Performance Period, the date of the most recent fiscal quarter end prior to the Participant’s death or Disability shall be the last day of the Performance Period, and the Participant shall be eligible to earn PSUs on a pro rata basis in an amount equal to the number of PSUs that would have been earned hereunder determined as of immediately prior to the Participant’s death or Disability based on actual performance of the Company against the Performance Goals through the most recent fiscal quarter end (projected through the remainder of the performance period based on actual performance), as determined and as may be adjusted by the Committee, multiplied by a fraction the numerator of which is the number of full months elapsed in the Performance Period through the Participant’s death or Disability and the denominator of which is 36;
provided
, that if such death or Disability occurs within the first calendar year of the Performance Period, the number of earned PSUs shall be determined without regard to the Relative TSR Modifier. Any earned PSUs (and the Dividend Equivalents thereon) shall be settled within thirty (30) days following such death or Disability (which shall be deemed to be the Payment Date). For this purpose “
Disability
” shall mean either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan, or (iii) the Participant is determined to be totally disabled by the Social Security Administration.
Notwithstanding the Amended and Restated Retirement Policy Regarding Equity Vesting adopted by Hyatt Hotels Corporation (the “
Retirement Policy
”), in the event of Participant’s Retirement (as defined in the Retirement Policy) prior to the end of the Performance Period, the Participant shall be eligible to earn PSUs on a pro rata basis in an amount equal to the number PSUs that would have been earned as of the Determination Date based on actual performance, multiplied by a fraction the numerator of which is the number of full months elapsed in the Performance Period through the Participant’s date of Retirement and the denominator of which is 36.
As described below, PSUs are subject to cancellation and forfeiture for no consideration in the event the Participant engages in certain “detrimental conduct” (as defined below).
|
Change in Control
:
|
In the event of a Change in Control during the Performance Period, subject to Participant’s continued Service through the date of such Change in Control (or earlier termination due to Retirement), the date of the most recent fiscal quarter end shall be the last day of the Performance Period, and the number of PSUs earned hereunder will be determined as of immediately prior to the Change in Control based on actual performance of the Company against the Performance Goals through the most recent fiscal quarter end (projected through the remainder of the performance period based on actual performance), as determined and certified by the Committee;
provided
, that if such Change in Control occurs within the first calendar year of the Performance Period, the number of earned PSUs shall be determined without regard to the Relative TSR Modifier. Settlement of PSUs will be accomplished through the issuance of shares of Common Stock or cash, as the Committee may determine, and any earned PSUs (and the Dividend Equivalents thereon) shall be settled immediately upon the Change in Control (which shall be deemed to be the Payment Date). Any PSUs not earned upon a Change in Control shall be forfeited and cancelled for no consideration.
|
Rights of Ownership
|
The Participant shall not have any rights or privileges of a stockholder with respect to the PSUs subject to this Award unless and until shares of Common Stock are delivered in respect hereof.
|
|||||||||||
Dividend Equivalent Rights
:
|
Each PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent right that shall, while it remains outstanding, and to the extent that dividends are paid on Common Stock and subject to the terms set forth below, entitle the Participant to a cash payment in the amount of any such dividend(s) paid by the Company in respect of a share of Common Stock. The Dividend Equivalent right shall remain outstanding from the Grant Date through the earlier to occur of (a) the termination or forfeiture for any reason of the PSU to which such Dividend Equivalent right corresponds, or (b) the delivery to the Participant of the share of Common Stock (or other payment) in respect of the PSU to which such Dividend Equivalent right corresponds (in any case, the “
PSU Termination Date
”). Each Dividend Equivalent right will entitle the Participant to a cash payment in the amount of any dividend(s) paid by the Company in respect of a share of Common Stock to the extent that such dividend(s) are declared and have
ex dividend
date(s), in each case, that occur on or after the applicable Grant Date and on or prior to the applicable PSU Termination Date, payable upon the Payment Date in respect of the PSU to which such Dividend Equivalent right corresponds;
provided
, that with respect to any dividends meeting such criteria that are paid after the PSU Termination Date, the applicable Dividend Equivalent payment will be made if and when the Company pays the underlying dividend or, if later, on the Payment Date (but in no event later than March 15
th
of the year following the year in which the applicable
ex dividend
date occurs). For the avoidance of doubt, (i) if a PSU is not ultimately earned hereunder, no Dividend Equivalent payments shall be made with respect to such unearned PSU, and (ii) in no event shall a Dividend Equivalent payment be made that would result in the Participant receiving both the Dividend Equivalent payment (in respect of a dividend) and the actual dividend with respect to the same PSU and corresponding share of Common Stock. Dividend Equivalent rights and any amounts that may become distributable in respect thereof shall be treated separately from the PSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, “
Section 409A
”).
|
|||||||||||
Tax Withholding
:
|
Unless paid in cash by the Participant at the time of settlement, the Company will deduct or withhold from shares issuable upon settlement of the PSU a number of shares of Common Stock having a Share Value equal to the amount sufficient to satisfy the statutory federal, state, foreign and local taxes and any employment, disability, social welfare or other legally required withholdings (subject to any applicable limitation(s) in the Plan). Notwithstanding anything to the contrary herein, if the tax obligation arises during period in which the Participant is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding shares of Common Stock.
The Participant is encouraged to consult with a tax advisor regarding the tax consequences of participation in the Plan and acceptance of this Award.
|
Transferability of PSUs
:
|
PSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated; provided that in the event of the Participant’s death, shares deliverable or amounts payable with respect to the PSUs shall be delivered or paid, as applicable, to the Participant’s designated beneficiary. The Administrator will advise Participants with respect to the procedures for naming and changing designated beneficiaries.
|
|||||||||||
Data Privacy
:
|
By acceptance of this Award, the Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described below and in accordance with the Hyatt Privacy Policy for Employees. The Company, its affiliates and the Participant’s employer hold certain personal information, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee tax identification number, salary, nationality, job title, and any equity compensation grants or Common Stock awarded, cancelled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“
Data
”). The Company and its affiliates will transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the United States, the European Economic Area, or elsewhere. The Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan on behalf of the Participant to a third party with whom the Participant may have elected to have payment made pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company; however, withdrawing the consent may affect the Participant’s ability to participate in the Plan and receive the benefits intended by this Award.
|
|||||||||||
No Impact on Other Rights
:
|
Participation in the Plan is voluntary. The value of the PSUs is an extraordinary item of compensation outside the scope of Participant’s normal employment and compensation rights, if any. As such, the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in the plans or agreements governing such compensation. The Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of PSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of PSUs or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the form of award, number of shares of Common Stock subject to an award, vesting, and exercise provisions, as relevant.
|
|||||||||||
Restrictive Covenants
:
|
As a condition of this PSU Award, Participant agrees to execute and deliver the Non-Competition Agreement and to the extent Participant has not done so already, Participant agrees to execute and deliver the (i) Non-Solicitation & Non-Disparagement Agreement (ii) Confidentiality Agreement, and (iii)
Invention Assignment Agreement in form and substance acceptable to the Company, and Participant agrees to be bound by the terms of those agreements.
|
|||||||||||
Effect of Detrimental Conduct
:
|
In the event the Participant engages in “detrimental conduct” (as defined below), the Participant shall forfeit all unvested shares of PSUs and all such awards shall be null and void as of the date such detrimental conduct first occurs and the Participant shall not receive any consideration therefor.
Definition of Detrimental Conduct.
The Participant will be deemed to have engaged in detrimental conduct if in the reasonable, good faith determination of the Administrator, the Participant has engaged in conduct constituting (1) a felony; (2) gross negligence or willful misconduct in the performance of Participant’s duties and responsibilities to the Company; (3) willful violation of a material Company policy, including, without limitation, any policy relating to confidentiality, honesty, integrity and/or workplace behavior, which violation has resulted or may reasonably be expected to result in harm to the Company, its stockholders, directors, officers, employees or customers; (4) improper internal or external disclosure or use of confidential information or material concerning the Company or any of its stockholders, directors, officers, or employees which use or disclosure has resulted or may reasonably be expected to result in harm to the Company; (5) publicly disparaging the Company or any of its stockholders, directors, officers or employees; and/or (6) willful violation of any material agreements with the Company entered into by the Participant in connection with or pursuant to the Plan.
Determination of Detrimental Conduct.
Upon a reasonable, good faith determination that detrimental conduct has occurred, the Administrator shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.
|
409A
:
|
This Award is intended to comply with Section 409A or an available exemption therefrom. However, notwithstanding any other provision of the Plan or this Award, if at any time the Administrator determines that the RSUs and/or Dividend Equivalents (or any portion thereof) may not be compliant with or exempt from Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify or to be responsible for damages to the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to provide for the PSUs and/or Dividend Equivalents to either be exempt from the application of Section 409A or comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Company to adopt any such amendment or take any other action.
Notwithstanding anything herein to the contrary, no payment hereunder shall be made to the Participant during the six (6)-month period following the Participant’s “separation from service” (within the meaning of Section 409A) to the extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Participant’s death), the Company shall pay the Participant the cumulative amounts that would have otherwise been payable to the Participant during such period, without interest. For the avoidance of doubt, to the extent that any PSUs are “nonqualified deferred compensation” within the meaning of Section 409A, the settlement of PSUs hereunder upon a Change in Control shall only occur to the extent that such Change in Control is also a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Section 409A(a)(2)(A)(v).
|
SECTIONS
|
PAGE
|
|
|
|
|
1
|
Definitions
|
2
|
2
|
Participation
|
7
|
3
|
Contributions
|
9
|
4
|
Retirement
|
11
|
5
|
Amount of Retirement Benefit
|
12
|
6
|
In the Event of Disability
|
14
|
7
|
In the Event of Death
|
15
|
8
|
In the Event of Termination of Employment
|
17
|
9
|
Benefit Withholding
|
20
|
10
|
Miscellaneous
|
21
|
11
|
Termination and Merger
|
26
|
12
|
Amendment
|
28
|
13
|
Adoption of Plan by Successor
|
29
|
14
|
Transfer of Benefit Rights
|
30
|
1.1
|
“Administrator” means the person, firm or organisation appointed by the Companies with the approval of the Trustee to carry out such duties as the Companies shall decide to ensure the proper administration of this Plan.
|
1.2
|
“Affiliated United States Hotel Chain” means Hotels managed, leased or owned by Hyatt Hotels Corporation.
|
1.3
|
“Approved Currencies” means United States Dollars (USD), Great British Pounds (GBP), Euros (EUR), Swiss Francs (CHF), Japanese Yen (JPY), Australian Dollars (AUD) and any other currency as approved by the Trustee and the Committee from time to time.
|
1.4
|
“Associated Employer” shall have the meaning set out in the governing Trust Deed.
|
1.5
|
“Committee” shall have the meaning set out in the governing Trust Deed.
|
1.6
|
“Company or Companies” shall have the meaning set out in the governing Trust Deed.
|
1.7
|
“Compensation” for Participants shall mean the United States Dollar amount or equivalent as declared to the Trustee by the Companies of Benefit Compensation as computed below:-
|
(a)
|
Benefit Compensation definitions for Group 1 and Group 2 General Managers and Managers are as follows:
|
(i)
|
Benefit Compensation definitions will be based on the Hotel Grade rather than individual compensation.
|
(ii)
|
Hotel Grade means a hotel will be categorised as either Grade 1, Grade 2 or Grade 3 as determined by the Companies.
|
(iii)
|
The Companies shall determine the Benefit Compensation applicable to the Grade of Hotel, which shall be adjusted periodically based on determining factors. Division, Area and Regional allowances will be added to Benefit Compensation at gross. Payments under the Hotel Incentive Compensation Programme are excluded from Benefit Compensation.
|
(iv)
|
Exclusions to Gross Compensation salary will be payments under the Hotel Incentive Compensation Programme. Housing, food, hardship and other similar type allowances shall not be considered compensation.
|
(b)
|
Group 1, Group 2, Group 3 and Division Office Personnel paid on a net basis, but not employed by a Hotel, shall have their net Compensation (excluding annual Incentive Compensation Plan bonus) grossed up for the purpose of computing Benefit Compensation, by (forty three per cent) 43% for all Participants joining on or after January 1
st
2015 and by (sixty per cent) 60% for all other Participants.
|
(c)
|
Compensation for Participants other than those subject to (a) through (d) as indicated above, will mean the U.S. dollar amount or equivalent as declared to the Trustee of the basic annual salary (inclusive
|
(d)
|
In addition Compensation for Division Office Personnel who are Directors and above in regional offices shall include annual Incentive Compensation Plan bonus.
|
1.8
|
“Contributions” means the monetary amounts payable into the Plan in respect of each Participant by each Associated Employer and Company as decided by the Companies excluding any amounts paid as a 2008 Discretionary Bonus.
|
1.9
|
"Designated Beneficiary" means the person or persons notified to the Trustee or its agent by a Participant as the Beneficiary to receive any benefits from this Plan arising on the death of the Participant and in this context may include the trustee or trustees of a trust or settlement of which the Beneficiary is a beneficiary.
|
1.10
|
“Credited Employment” means the period of employment of a Participant with an Associated Employer or Company since the last date of hire, plus service with such other predecessor employer as decided by the Companies. The transfer of a Participant from the employment of one Associated Employer or Company to the employment of another Associated Employer or Company shall not constitute a break in Credited Employment.
|
1.11
|
“Disability” means the incapacity of a Participant through illness or injury to such an extent that it gives rise to the Participant receiving an income benefit from the Long Term Disability Plan.
|
1.12
|
“Early Retirement Date” means the date on which a Participant’s Credited Employment ends due to termination of employment, provided such date is not earlier than the Participant’s 50th birthday and before his Normal Retirement Date.
|
1.13
|
“Executive” means an employee designated as such by the Companies and who receives from an Associated Employer or Company compensation other than a pension, retainer or fee under contract for special services.
|
1.14
|
"Inactive Participant" means a person who ceases to be eligible to remain a Participant of the Plan in accordance with Rule 2.3.
|
1.15
|
“Investment Manager” shall have the meaning set out in the governing Trust Deed.
|
1.16
|
“Long Term Disability Plan” means The Hyatt International Hotels Long Term Disability Plan or such similar plan serving the same purpose as may be in force from time to time.
|
1.17
|
“Normal Retirement Date” means the first day of the month coincident with or next following a Participant’s 60th birthday.
|
1.18
|
“Notification Document” means the document prescribed from time to time by the Trustee and the Administrator for the purposes of enrolling an eligible Participant in the Plan.
|
1.19
|
“Participant” means an Executive who has been admitted to participation of the Plan in accordance with these Rules.
|
1.20
|
“Plan” for the purposes of these rules means The Hyatt International Hotels Retirement Plan as herein embodied.
|
1.21
|
“Plan Year” means the 12 month period that commenced on January 1st, 1980 and each 12 month period thereafter.
|
1.22
|
“Postponed Retirement Date” means the date a Participant eventually retires from Credited Employment after his Normal Retirement Date.
|
1.23
|
“Retirement Account” means the value of a Participant’s account under the Plan at any time and shall consist of Contributions and Voluntary Contributions and the 2008 Discretionary Bonus, if awarded to the Participant, paid into the Plan for or on his behalf, interest and/or investment earnings thereon or related thereto and any additional amounts awarded by the Trustee from the Surplus or other general funds of the Plan.
|
1.24
|
“Surplus” means the amount by which the assets of the Plan exceed its liabilities as determined by the Administrator at the end of each calendar month.
|
1.25
|
“Trustee” means the trustee or trustees appointed under the governing Trust Deed.
|
1.26
|
“Vested Interest” means the portion of a Participant’s Retirement Account in which he has accrued inalienable rights.
|
1.27
|
“Voluntary Contributions” means the monetary amounts paid into the Plan from time to time on behalf of a Participant either (a) as a personal contribution from his own resources or (b) from payroll reduction or deduction, which amounts shall increase his Retirement Account without any liability on any Associated Employer or Company to increase its Contribution.
|
1.28
|
“Ex-Spouse” means an individual in respect of whom an Ex-Spouse Retirement Account has been established in accordance with Sub-Section 10.13.
|
1.29
|
“Ex-Spouse Participant” is an Ex-Spouse who is also a Participant.
|
1.30
|
“Ex-Spouse Retirement Account” means the amount defined in Sub-Section 10.13.
|
1.31
|
“Relevant Date” means the date of effect of the Benefit Sharing Order in respect of a Benefit Debit Member.
|
1.32
|
“Benefit Debit” means a debit arising from a Benefit Sharing Order.
|
1.33
|
“Benefit Debit Member” means a Participant whose benefits have been permanently reduced by a Benefit Debit.
|
1.34
|
“Ex-Spouse’s Vested Interest” means the portion of an Ex-Spouse Retirement Account upon which inalienable rights have been conferred on the Ex-Spouse.
|
1.35
|
“Benefit Sharing Order” means any legally binding order, agreement or equivalent provision provided to the Trustee and the Advisory Committee with the sole intent of splitting a Participant’s benefits following a divorce.
|
1.36
|
“2008 Discretionary Bonus” means the monetary amount payable into the Plan in respect of specified Participants by the Companies and as decided by the Companies.
|
2.1
|
Eligibility:
An Executive shall be eligible to become a Participant from the first of the month coincident with or next following his appointment as an Executive, provided he is not resident in the Bailiwick of Guernsey.
|
2.2
|
Participation:
A Participant is enrolled by his Associated Employer or Company automatically upon becoming eligible to participate in the Plan. The Associated Employer or Company will send the Notification Document to the Trustee and the Administrator at the end of each calendar month confirming the enrolment of any new Participants in the Plan.
|
2.3
|
Change of Status
: A person shall cease to be eligible to remain a Participant of the Plan if his status as an Executive ceases whilst remaining in the employment of an Associated Employer or Company, or if his employment is transferred to the Affiliated United States Hotel Chain, or if he becomes a United States Citizen or Green Card Holder or for any other reason as determined by the Committee. Such a person shall become an Inactive Participant with effect from the date of the event occurring.
|
3.1
|
Contributions:
Each Associated Employer and Company shall pay or cause to be paid Contributions into the Plan in respect of each full Participant of such amount as shall be determined by the Companies from time to time and in such manner and frequency as the Trustee shall determine.
|
3.2
|
Contribution Schedule:
|
(a)
|
Effective January 1st, 1990 each Associated Employer and Company shall pay Contributions in respect of each full Participant according to the following schedule, with the applicable percentage being applied to the Compensation prevailing from time to time:-
|
Accrued Years of Credited Employment
|
|||||||
Age of Participant
|
1 - 4
|
5 - 9
|
10 - 14
|
15 - 19
|
20 - 24
|
25 - 29
|
30+
|
Under 30
|
5%
|
5.5%
|
6%
|
0
|
0
|
0
|
0
|
30 - 34
|
6%
|
6.5%
|
7%
|
7.5%
|
0
|
0
|
0
|
35 - 39
|
7%
|
7.5%
|
8%
|
8.5%
|
9%
|
0
|
0
|
40 - 44
|
8%
|
8.5%
|
9%
|
9.5%
|
10%
|
11%
|
0
|
45 - 49
|
9%
|
9.5%
|
10%
|
11%
|
12%
|
13%
|
14%
|
50 - 54
|
11%
|
12%
|
13%
|
14%
|
15%
|
16%
|
17%
|
55+
|
18%
|
18%
|
18%
|
18%
|
19%
|
20%
|
21%
|
(b)
|
Effective January 1st, 2015, in respect of a Participant whose contribution percentage under 3.2(a) exceeds 10% at January 1st, 2015, the relevant Associated Employer or Company shall pay Contributions with the applicable percentage at January 1st, 2015 being applied to Compensation prevailing from time to time. No subsequent adjustment shall be made to the contribution percentage.
|
(c)
|
Effective January 1st, 2015, in respect of a Participant whose contribution percentage under 3.2(a) is at or below 10% at January 1st, 2015, the relevant Associated Employer or Company shall pay Contributions at the rate of 10% of Compensation prevailing from time to time. No subsequent adjustment shall be made to the contribution percentage.
|
(d)
|
In respect of any Participant joining on or after January 1st, 2015, the relevant Associated Employer or Company shall pay Contributions at the rate of 10% of Compensation prevailing from time to time, subject to a maximum contribution in a single calendar year of USD30,000 (thirty thousand United
|
(e)
|
The Companies shall have the power in respect of any Associated Employer or Company (by giving notice to the Trustee) to offset, against the Contributions payable in accordance with this Section 3 in respect of Participants employed by said Associated Employer or Company, contributions payable under local country plans in respect of said Participants in respect of the same Compensation.
|
3.3
|
Contributions from Surplus:
Contributions payable from time to time in accordance with Section 3.2 may be offset from the Surplus, as decided by the Trustee.
|
3.4
|
Voluntary Contributions:
Each Participant, including Inactive Participants who are not United States Citizens or Green Card Holders
s
hall have the free option to pay personal Voluntary Contributions on such basis and with such regularity as may be permitted from time to time by the Companies and the Trustee.
|
3.5
|
Payment of Contributions:
The Companies and the Trustee shall use their best endeavours to ensure all Contributions payable by an Associated Employer are paid when due and in a timely fashion.
|
3.6
|
Payment of Tax on Contributions
: Tax assessed on an Associated Employer on Contributions paid or payable by an Associated Employer in respect of a Participant shall either be deducted by an Associated Employer from the Contributions before such Contributions are paid into the Plan or if such Contributions have already been paid into the Plan, without deduction of tax, then the same may be recovered by an Associated Employer from the Trustee and debited by the Trustee to the Retirement Account of the Participant in question.
|
4.1
|
Early Retirement:
If a Participant retires from Credited Employment on his Early Retirement Date he shall be entitled to benefits from this Plan in accordance with the terms of Section 8 of these Rules.
|
4.2
|
Normal Retirement:
If a Participant retires from Credited Employment on his Normal Retirement Date he shall be entitled to benefits from this Plan in accordance with the terms of Section 5 of these Rules.
|
4.3
|
Postponed Retirement:
If a Participant remains in Credited Employment past his Normal Retirement Date, Contributions in accordance with Section 3 of these Rules shall continue to be paid up to his Postponed Retirement Date. On his retirement on his Postponed Retirement Date a Participant shall be entitled to benefits from this Plan in accordance with the terms of Section 5 of these Rules.
|
5.1
|
Retirement Benefit:
The benefit payable to a Participant treated as retiring on his Normal or Postponed Retirement Date shall be the cash value realised on liquidation of the whole of his Retirement Account. If the Participant is a Benefit Debit Member the benefit payable to a surviving Ex-Spouse shall be the cash value realised on liquidation of the whole of the Ex-Spouse Retirement Account.
|
5.2
|
Payment of Benefit:
The benefit payable to a Participant or Ex-Spouse under Section 5.1 of these Rules shall be payable in lump sum form by wire transfer or such other form as the Trustee shall agree, subject only to any withholding for tax which the Trustee may from time to time be required to enforce.
|
5.3
|
Optional Forms of Benefit:
In lieu of a benefit payment in accordance with Section 5.2 of these Rules a Participant or Ex-Spouse may elect to apply part or all of the lump sum benefit to secure:-
|
(a)
|
an annuity payable for the lifetime of the Participant or Ex-Spouse
|
(b)
|
an annuity payable for the lifetime of the Participant or Ex-Spouse, and continuing in full or in part to a named dependant upon the death of the Participant or Ex-Spouse or
|
(c)
|
an annuity payable in such other form as may be requested by the Participant or Ex-Spouse and agreed by the Trustee.
|
5.4
|
Discharge of Liability:
Payment of benefit made in accordance with Section 5.2 and/or Section 5.3 of these Rules shall be full and complete discharge to the Trustee of any further liability to the Participant or Ex-Spouse from this Plan.
|
6.1
|
Treatment:
In the event a Participant suffers Disability he shall be treated as a full Participant during the period of continuous Disability until the earlier of his death or Normal Retirement Date.
|
6.2
|
End of Disability:
If the Disability of a Participant ends due to recovery or the cessation for any reason of income benefit payments from the Long Term Disability Plan before Early Retirement Date or Normal Retirement Date, and the Participant’s Credited Employment ceases, the Participant shall be treated as terminated and be entitled to benefits from this Plan in accordance with Section 8.
|
6.3
|
Contributions:
The Associated Employer or Company shall cease to be liable to pay Contributions in respect of a Participant suffering Disability as from the date income payments commence under the Long Term Disability Plan, and for so long as Disability continues.
|
7.1
|
In Service:
If a Participant dies while in Credited Employment (whether or not Contributions are payable) a lump sum benefit shall be payable equal to the realisable cash value of one hundred percent (100%) of the Participant’s Retirement Account under the Plan excluding the realisable cash value of the 2008 Discretionary Bonus if awarded to the Participant. If the Participant is also a Benefit Debit Member a lump sum benefit shall also be payable to a surviving Ex-Spouse equal to one hundred percent (100%) of the Ex-Spouse Retirement Account.
|
7.2
|
After Retirement:
If a Participant dies after retirement on his Early Retirement Date, Normal Retirement Date or Postponed Retirement Date, a lump sum benefit shall be payable equal to the realisable cash value of any vested balance still remaining in the Participant’s Retirement Account under the Plan. If the Participant is also a Benefit Debit Member a lump sum benefit shall also be payable to a surviving Ex-Spouse equal to one hundred percent (100%) of the Ex-Spouse Retirement Account.
|
7.3
|
After Termination of Credited Employment:
If a Participant dies after cessation of Credited Employment and with a Retirement Account calculated and held under the Plan in accordance with the provisions of Sections 8.2 and 8.3 of these Rules, a lump sum benefit shall be payable equal to the realisable cash value of any balance still remaining in the said Retirement Account under the Plan. If the Participant is also a Benefit Debit Member a lump sum benefit shall also be payable to a surviving Ex-Spouse equal to one hundred percent (100%) of the Ex-Spouse Retirement Account.
|
7.4
|
Payment of Benefit to a Designated Beneficiary:
The lump sum benefit payable on death in accordance with Sections 7.1, 7.2 or 7.3 of these Rules in respect of the Participant’s Retirement Account shall be payable to the Participant’s Designated Beneficiary.
|
7.5
|
Payment of Benefit to an Ex-Spouse
: Following the death of a Benefit Debit Member a lump sum benefit in respect of the Ex-Spouse Retirement Account shall be payable to the surviving Ex-Spouse.
|
7.6
|
Payment of Benefit following death of Ex-Spouse
: In the event of the death of an Ex-Spouse prior to the payment of any benefit, a lump sum benefit shall be payable equal to one hundred percent (100%) of the Ex-
|
8.1
|
Termination:
In the event a Participant’s Credited Employment ceases other than through the circumstances set out in 2.3 or death or retirement at Normal Retirement Date or Postponed Retirement Date a benefit entitlement shall arise in accordance with Section 8.2 of these Rules.
|
8.2
|
Benefit Entitlement:
Unless otherwise directed by the Companies, the benefit entitlement of the Participant and, in the event that the Participant is also a Benefit Debit Member, the Ex-Spouse in accordance with Section 8.1 of these Rules shall be equal respectively to the Vested Interest of the Participant and the Ex-Spouse Vested Interest earned at the date Credited Employment ceased, in accordance with the following:-
|
(a)
|
With the exception of where the Vested Interest of a Participant is determined by reference to the schedules referred to at clause 8.2(b) below, for the purposes of assessing the Vested Interest applying in respect of Contributions paid into the Plan and any portion of Surplus added to the Participant’s Retirement Account, the following schedule shall apply:-
|
(b)
|
The schedules included in Appendix One have been included for the purposes of assessing the Vested Interest applied in respect of those Participants whose Retirement Account is made up partially or wholly from benefits accrued whilst participating in either the Restricted Deferred Incentive Compensation Plan II and / or the Hyatt Hotels Corporation Deferred Incentive Plan.
|
(c)
|
The portion of the Participant’s Retirement Account related to Voluntary Contributions shall always accrue a 100% Vested Interest and the portion of the Participant’s Retirement Account related to the 2008 Discretionary Bonus, if awarded, shall always accrue a zero percent (0%) Vested Interest.
|
(d)
|
The Ex-Spouse Vested Interest shall be assessed by applying the percentages derived from 8.2(a) and 8.2(b) to the value of the Ex-Spouse Retirement Account at the date Credited Employment ceased.
|
8.3
|
Payment of Benefit:
|
(a)
|
In the event of a Participant leaving Credited Employment in accordance with 8.1:-
|
(i)
|
Subject to the Participant making an election under 8.3(a)(iv), at any time, should the value of the Participant’s vested employer Contributions calculated in accordance with the applicable vesting schedule detailed in clause 8.2 (a) and (b) (“Vested Employer Contributions”) be equal to or less than USD35,000 (thirty five thousand United States Dollars) or any other amount as agreed between the Trustee and the Guernsey Income Tax Authorities from time to time (the “Guernsey Income Tax Authorities’ limit”) the Trustee shall pay to the Participant a lump sum equivalent to the Participant’s Vested Interest.
|
(ii)
|
between the ages of 50-60 years, provided the Participant’s Vested Employer Contributions exceeds the Guernsey income Tax Authorities’ limt the Participant may elect in respect of his entitlement calculated in accordance with 8.2(a) and 8.2(b) of the Rules:-
|
(a)
|
to receive his benefit entitlement upon leaving employment; or
|
(b)
|
to leave all of his benefit entitlement upon trust within the Plan until Normal Retirement Date.
|
(c)
|
to make an election under 8.3(a)(iv)
|
(iii)
|
Any benefit entitlement calculated in accordance with 8.2(c) of the Rules shall be paid to the Participant on request but not later than the date of payment of the entitlement under 8.2(a).
|
(iv)
|
The Participant may elect in writing to have his Vested Interest in his Retirement Account transferred to any plan in accordance with 14.3
|
8.4
|
Non Entitlement:
No Participant shall have any entitlement to that portion of his Retirement Account in which he has not accrued a Vested Interest. No Ex-Spouse shall have any entitlement to that portion of the Ex-Spouse Retirement Account to the extent that the Benefit Debit Member has not accrued a Vested Interest in the corresponding Retirement Account.
|
8.5
|
Discharge of Liability:
Payment made in accordance with Section 8.3 of these Rules shall be full and complete discharge to the Trustee of any further liability to the Participant or Ex-Spouse from this Plan.
|
8.6
|
Payment of Tax:
A Participant whose benefit entitlement has been retained upon trust to be paid at Normal Retirement Date or earlier may request payment at any time of an amount equal to any tax assessed on the Participant’s benefit entitlement.
|
9.1
|
Tax:
The Trustee shall withhold from any benefit payment any income or other tax imposed in any jurisdiction it may be required to deduct in accordance with any regulations as may be imposed upon this Plan from time to time.
|
9.2
|
Other Deductions:
The Trustee shall not be able to deduct any other amounts from a Participant’s entitlement to cover any debt, lien or other amount owed or due an Associated Employer or Company without the express written authorization of a Participant, except as provided for in accordance with Section 14 of these Rules.
|
9.3
|
Disclosure of Information:
The Trustee may at any time disclose any information concerning the Plan, any Participant, or any benefits payable under the plan to any tax authority, regulatory or governmental body for
|
10.1
|
Construction of Plan:
The validity of the Plan and of any of the provisions thereof shall be determined under and shall be construed according to the laws of Guernsey.
|
10.2
|
Currency of Payment:
All benefits from the Plan are payable in any one of the Approved Currencies as agreed by the Trustee and the Committee from time to time. The Trustee accepts no liability for any loss to a Participant’s Retirement Account following conversion of assets to the Participant’s elected currency.
|
10.3
|
Identity of Payee:
The determination of the Trustee as to the identity of the proper payee of any benefit under the Plan and the amount of such benefit properly payable shall be conclusive, and payment in accordance with such determination shall constitute a complete discharge of all obligations on account of such benefit.
|
10.4
|
Increasing Participants’ Retirement Accounts:
In the event the Trustee determines a part or all of the Surplus shall be applied to increasing Participants’ Retirement Accounts, the following provisions shall apply:-
|
(a)
|
the Trustee shall determine the amount and manner by which each Participant’s Retirement Account shall be increased having regard for equity of treatment as between one Participant and another
|
(b)
|
the increase shall be calculated upon and be awarded to that portion of each Participant’s Retirement Account attributable to Contributions paid by an Associated Employer or Company.
|
10.5
|
Investment of Plan Assets:
|
(a)
|
Subject to clause 10.5 (b), each Participant will be personally responsible for determining the manner in which his Retirement Account will be invested. The Participant will be able to invest the balance of his Retirement Account among a variety of professionally managed funds made available by the Trustee at
|
(b)
|
In the absence of any direction from the Participant under clause 10.5 (a), the Participant’s Retirement Account shall be invested in the default fund(s) as agreed by the Trustee and Committee, from time to time.
|
(c)
|
Ex-Spouses will have the same responsibility for determining the manner in which their Retirement Account will be invested as identified in clause 10.5 (a). The terms of 10.5 (b) also apply to any Ex-Spouse’s Retirement Account.
|
(d)
|
The Trustee shall be responsible for the investment of all other assets of the Plan, including the Plan’s Surplus.
|
10.6
|
Non-alienation of Benefits:
No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except to the extent defined in Sub-Section 10.14 of these Rules and any such action shall be void and of no effect; nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit, except as specifically provided in the Plan. If any person entitled to receive any benefit under the Plan shall become bankrupt, or be declared insolvent, or make a general assignment for the benefit of creditors, or attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit, except as specifically provided in the Plan, then such benefit in the discretion of the Trustee, shall cease and terminate. In that event, the Trustee shall hold such payments or apply the benefit or any part thereof to or for such person, his spouse, children, or other dependants, or any of them, in such manner and in such proportions as the Trustee shall in its sole discretion determine.
|
10.7
|
Non Vested Interest:
In the event a benefit payment paid or payable to a Participant in accordance with the provisions of Section 5 or Section 8 of these Rules represents less than one hundred percent (100%) Vested Interest, the difference shall be retained in the Plan to form part of the Surplus of the Plan.
|
10.8
|
Participants’ Entitlement to Surplus:
No Participant shall have any entitlement to any portion of the Surplus until such portion shall have been transferred to his Retirement Account and then only in accordance with his Vested Interest.
|
10.9
|
Payment Due to an Incompetent:
If the Trustee determines that any person to whom a payment is due in accordance with these Rules is incompetent to act by reason of age or physical or mental disability, the Trustee shall have power to cause the payments becoming due to such person to be made to another for the benefit of the incompetent, without responsibility of the Trustees to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge to the Trustees of liabilities under this Plan.
|
10.10
|
Plan Not a Condition of Employment:
The adoption and maintenance of this Plan shall not be deemed to constitute a contract between any Associated Employer or Company and any Participant, or to be consideration for, or an inducement or condition of, the employment of any person. Nothing herein contained shall be deemed to give any Participant the right to be retained in the employment of an Associated Employer or Company or to interfere with the right of any Associated Employer or Company to discharge any Participant at any time.
|
10.11
|
Source of Payments:
All benefits payable or provided by the Plan shall be paid from the assets of the Plan according to the amounts allocated to each Participant’s Retirement Account.
|
10.12
|
Surplus:
As of the end of each Calendar Month, the Trustee or the Administrator on behalf of the Trustee shall cause a calculation to be made of the assets and liabilities of the Plan as of that date. The amount by which the assets exceed the liabilities shall be deemed to be the Surplus existing as of the end of the Calendar Month in question.
|
(a)
|
retaining a reserve to meet liabilities (actual or potential) in accordance with the provisions of the governing Trust Deed
|
(b)
|
increasing Participants’ Retirement Accounts
|
(c)
|
meeting expenses related to the operation, communication, management and development of the Plan
|
a
|
|
(e)
|
offsetting Contributions payable by Associated Employers and Companies
|
(f)
|
for any other purpose deemed reasonable and defensible taking account of the general intent and purpose of this Plan.
|
10.13
|
Benefit Splitting on Divorce
: In the event that a Participant shall present the Trustee and Committee with a Benefit Sharing Order, the Participant shall be designated a Benefit Debit Member. The Trustee shall take all reasonable steps to ensure that a Benefit Debit is calculated in accordance with the Benefit Sharing Order. The Retirement Account of the Benefit Debit Member shall be reduced at the Relevant Date by the amount of the Benefit Debit and a separate Ex-Spouse Retirement Account established in respect of the Ex-Spouse in an amount equal to the Benefit Debit. The Trustee shall inform the Participant and the Ex-Spouse of the amount of the Benefit Debit and of the resultant Retirement Account and Ex-Spouse Retirement Account. If the Ex-Spouse is an Ex-Spouse Participant, the Ex-Spouse Retirement Account may at the discretion of the Trustee be combined with the existing Retirement Account of the Ex-Spouse Participant.
|
10.14
|
Time Limit for payment of benefit:
No person to or in respect of whom any benefit is payable under the Plan shall be entitled to claim the payment of any such benefit more than six years after the payment of the benefit has fallen due if the reason for the non-payment of benefit or part thereof (as the case may be) within the said period of six years was the failure of any person to make any claim and the lack of any knowledge by the Trustee of the existence or whereabouts of that person.
|
11.1
|
Ceasing to be an Associated Employer:
In the event an Associated Employer shall cease to be an Associated Employer for the purposes of this Plan, said Associated Employer shall cease to participate in this Plan and shall cease to pay Contributions from a date agreed between the Companies and the Associated Employer. Participants employed by the Associated Employer and in respect of whom Credited Employment is not continued with another Associated Employer or Company shall be entitled to benefits from this Plan determined in accordance with the provisions of Section 8 of these Rules as though Credited Employment had ended on the date the Associated Employer’s participation in this Plan ceased.
|
11.2
|
Associated Employer ceasing to Participate:
With the approval of the Companies each Associated Employer may terminate its participation in this Plan while remaining an Associated Employer, in respect of some or all Participants of the Associated Employer in question. The Companies shall have the right to terminate any Associated Employer’s participation in this Plan while said Associated Employer remains an Associated Employer.
|
11.3
|
All Associated Employers and Companies ceasing to Participate:
In the event participation in this Plan is terminated by or in respect of all Associated Employers and Companies, the Companies shall decide whether the Plan shall be continued as a closed Plan with no further Contributions or new Participants, or whether the Plan shall be wound up. The entitlements of Participants and the disposal of the assets of the Plan shall be in accordance with whichever of the following the Companies decide:
|
a)
|
Closed Plan
: in the event the Companies shall decide to continue the Plan as a closed Plan, the provisions of Section 11.2 of these Rules shall be applied.
|
b)
|
Wound up Plan
: in the event the Companies shall decide to wind up and terminate the Plan, all Participants shall have immediate entitlement to their Retirement Accounts on the basis all Participants shall be treated as having a one hundred percent (100%) Vested Interest.
|
a)
|
meeting expenses of the Companies, the Trustee or its agents related to winding up the Plan
|
i)
|
meeting outstanding expenses of the Administrator
|
ii)
|
increasing Participants’ Retirement Accounts following the generalities of Section 10.4 of these Rules
|
iii)
|
making a payment to the Companies or any Associated Employer,
|
iv)
|
making a payment to any other plan operated or participated in by the Companies for the general benefit of Participants
|
v)
|
for any other purpose deemed reasonable and defensible taking account of the general intent and purpose of this Plan.
|
11.4
|
Merger, Consolidation or Transfer:
The Companies shall have the right to merge, consolidate with or transfer the obligations of this Plan into any other plan operated by or on behalf of the Companies or participated in by the Companies. In the event of such merger, consolidation or transfer each Participant of this Plan shall be entitled to a benefit under the other plan as of the date of merger, consolidation or transfer which shall be at least equal to the value of the benefit he would have been entitled to from this Plan determined in accordance with Section 8 of these Rules as if his Credited Employment was deemed to have ended on the date of merger, consolidation or transfer.
|
12.1
|
Power to Amend:
The Companies reserve the right to modify, alter or amend the Plan hereunder at any time and from time to time to any extent that it may deem advisable. Such amendments shall be set forth in a deed or an instrument in writing, duly executed on behalf of the Companies and by the Trustee, as an alteration to these Rules.
|
12.2
|
Non-Reduction in Accrued Benefits:
No such modification, alteration or amendment to the Plan shall reduce or adversely affect the benefits accrued to Participants in accordance with their Vested Interests without the written consent of such Participants.
|
13.3
|
Associated Employer:
A successor to the business of any Associated Employer by whatever form or manner resulting, may request designation from the Companies as an Associated Employer for the purposes of the Plan and if so designated may adopt and continue to participate in the Plan.
|
13.4
|
Company:
A successor to the business of a Company, by whatever form or manner resulting, may adopt and continue the Plan by a deed executed by such successor, the remaining original Companies and the Trustee provided such successor shall have the same business relationship with the remaining original Companies and Associated Companies as existed with the company succeeded. Such successor shall succeed to all rights, powers, duties and obligations held by the Company under these Rules.
|
13.3
|
Credited Employment:
The Credited Employment of any Participant who is continued in the employ of any successor adopting this Plan in accordance with the provisions of Section 13.1 or Section 13.2 of these Rules shall not be deemed to have been terminated or severed for the purposes of this Plan.
|
14.1
|
Transfer Rights:
Subject to the approval of the Committee in respect of employer paid Contributions received from any other Plan operated by the Company or an Associated Employer, the Trustee shall permit the transfer of benefit rights into or out of the Plan in accordance with the provisions set out in this Section 14 of the Rules.
|
14.2
|
Transfer in:
A Participant may transfer or arrange to be transferred into the Plan a cash sum in respect of benefit rights earned under a previous employer’s plan or any other plan operated by the Company or an Associated Employer.
|
(a)
|
As a Voluntary Contribution if the payment is received from a previous employer’s plan;
|
(b)
|
As an employer paid Contribution if the payment is received from any other plan operated by the Company or an Associated Employer, save that any portion of the payment received attributable to the Participant’s own Contributions shall be treated as a Voluntary Contribution.
|
14.3
|
Transfer Out:
A Participant entitled to a benefit from this Plan in accordance with Section 5.1 or Section 8 of these Rules may request the Vested Interest in his Retirement Account be transferred to any plan capable and empowered to receive a payment in respect of his Vested Interest.
|
14.4
|
Agreement:
A Participant shall be required to signify his agreement to the terms of any transfer of benefit rights in writing to the Trustee, in such form as the Trustee shall determine.
|
Age
|
Years of Service
|
% of Account to be paid
|
Less than 55, if termination is due to resignation of Employee
|
Not Applicable
|
0% of Account
|
55 or greater
|
Less than 5 years
|
0% of Account
|
55
|
5 or more
|
50% of Account
|
56
|
6 or more
|
60% of Account
|
57
|
7 or more
|
70% of Account
|
58
|
8 or more
|
80% of Account
|
59
|
9 or more
|
90% of Account
|
60
|
10 or more
|
100% of Account
|
Any age if terminated by the Company without cause or due to Death or Disability
|
Not Applicable
|
100% of Account
|
|
|
Page
|
|
|
ARTICLE 1
|
|
DEFINITIONS
|
1
|
|
1.1
|
|
In General
|
1
|
|
1.2
|
|
Account
|
2
|
|
1.3
|
|
Associated Employer
|
2
|
|
1.4
|
|
Beneficiary
|
2
|
|
1.5
|
|
Board
|
2
|
|
1.6
|
|
Change Election
|
2
|
|
1.7
|
|
Claimant
|
2
|
|
1.8
|
|
Code
|
2
|
|
1.9
|
|
Committee
|
2
|
|
1.10
|
|
Company
|
2
|
|
1.11
|
|
Compensation
|
2
|
|
1.12
|
|
Contribution Rate
|
2
|
|
1.13
|
|
Deferred Amount
|
2
|
|
1.14
|
|
Deferral Election
|
2
|
|
1.15
|
|
Disability
|
2
|
|
1.16
|
|
Discretionary Employer Credit
|
3
|
|
1.17
|
|
Distribution Election
|
3
|
|
1.18
|
|
Distribution Event
|
3
|
|
1.19
|
|
Effective Date
|
3
|
|
1.20
|
|
Employee
|
3
|
|
1.21
|
|
Employer
|
3
|
|
1.22
|
|
Employer Credit
|
3
|
|
1.23
|
|
ERISA
|
3
|
|
1.24
|
|
Grandfathered Benefits
|
3
|
|
1.25
|
|
Installment Payout Period
|
3
|
|
1.26
|
|
Investment Fund
|
3
|
|
1.27
|
|
Leave of Absence
|
3
|
|
1.28
|
|
Non-Grandfathered Benefits
|
4
|
|
1.29
|
|
Participant
|
4
|
|
1.30
|
|
Payday
|
4
|
|
1.31
|
|
Payment Date
|
4
|
|
1.32
|
|
Plan
|
4
|
|
1.33
|
|
Plan Administrator
|
4
|
|
1.34
|
|
Plan Year
|
4
|
|
1.35
|
|
Prior Plan Accounts
|
4
|
|
1.36
|
|
Rules of the Plan
|
4
|
|
1.37
|
|
Separation from Service
|
4
|
|
1.38
|
|
Specified Employee
|
5
|
|
1.39
|
|
Unforeseeable Emergency
|
5
|
|
1.40
|
|
Year of Service
|
5
|
|
|
|
|
||
ARTICLE 2
|
|
PARTICIPATION
|
5
|
|
2.1
|
|
Eligibility
|
5
|
|
2.2
|
|
Inactive Participants
|
5
|
|
2.3
|
|
Rehires
|
5
|
|
|
|
|
||
ARTICLE 3
|
|
PARTICIPANT ELECTIONS
|
6
|
|
3.1
|
|
Deferral Elections
|
6
|
|
3.2
|
|
Distribution Elections
|
6
|
|
3.3
|
|
Initial Elections
|
7
|
|
3.4
|
|
Prior Plan Elections
|
7
|
|
3.5
|
|
Transferred Benefits
|
7
|
|
|
|
|
||
ARTICLE 4
|
|
EMPLOYER CREDITS
|
8
|
|
4.1
|
|
Employer Credits
|
8
|
|
4.2
|
|
Amount of Employer Credit
|
8
|
|
4.3
|
|
Discretionary Employer Credits
|
8
|
|
4.4
|
|
Employment Transfers
|
8
|
|
|
|
|
||
ARTICLE 5
|
|
ACCOUNTS
|
9
|
|
5.1
|
|
Participant Accounts
|
9
|
|
5.2
|
|
Account
|
9
|
|
5.3
|
|
Account Adjustment
|
9
|
|
|
|
|
||
ARTICLE 6
|
|
VESTING
|
10
|
|
6.1
|
|
Vesting
|
10
|
|
6.2
|
|
Transferred Amounts and Prior Plan Account Balances
|
10
|
|
|
|
|
||
ARTICLE 7
|
|
INVESTMENT FUNDS
|
10
|
|
7.1
|
|
Investment Funds
|
10
|
|
7.2
|
|
Participant Investment Election
|
10
|
|
7.3
|
|
Investments
|
11
|
|
|
|
|
||
ARTICLE 8
|
|
DISTRIBUTION EVENTS
|
11
|
|
8.1
|
|
Distribution Events
|
11
|
|
8.2
|
|
Change Elections
|
11
|
|
|
|
|
||
ARTICLE 9
|
|
PAYMENTS
|
11
|
|
9.1
|
|
Payments
|
11
|
|
9.2
|
|
Installments
|
12
|
|
9.3
|
|
Unforeseeable Emergency
|
12
|
|
|
|
|
||
ARTICLE 10
|
|
ADMINISTRATION
|
13
|
|
10.1
|
|
Plan Administrator
|
13
|
|
10.2
|
|
Bookkeeping
|
13
|
|
10.3
|
|
Plan Administrator’s Discretion
|
13
|
|
10.4
|
|
Liability
|
13
|
|
|
|
|
||
ARTICLE 11
|
|
AMENDMENT AND TERMINATION
|
14
|
|
11.1
|
|
Amendment
|
14
|
|
11.2
|
|
Section 409A
|
14
|
|
11.3
|
|
Termination
|
14
|
|
|
|
|
||
ARTICLE 12
|
|
CLAIMS PROCEDURES
|
15
|
|
12.1
|
|
Claims Procedures
|
15
|
|
12.2
|
|
Claims
|
15
|
|
12.3
|
|
Appeal
|
16
|
|
12.4
|
|
Decision
|
16
|
|
|
|
|
||
ARTICLE 13
|
|
MISCELLANEOUS
|
16
|
|
13.1
|
|
Notices
|
16
|
|
13.2
|
|
Source of Benefits
|
16
|
|
13.3
|
|
FICA and Other Taxes
|
17
|
|
13.4
|
|
Plan Not Contract of Employment
|
17
|
|
13.5
|
|
Applicable Law
|
17
|
|
13.6
|
|
Non-Alienation
|
17
|
|
13.7
|
|
Adoption by Employers
|
18
|
|
13.8
|
|
Gender and Number
|
18
|
|
1.5
|
Board
. “Board” means the Board of Directors of the Company.
|
1.8
|
Code
. “Code” means the Internal Revenue Code of 1986, as amended.
|
1.10
|
Company
. “Company” means Hyatt Corporation.
|
a.
|
the period of such leave does not exceed six months; or
|
1.32
|
Plan
. “Plan” means the Hyatt Corporation Deferred Compensation Plan.
|
1.34
|
Plan Year
. “Plan Year” means the calendar year.
|
b.
|
have completed 90 continuous days of employment with an Employer.
|
3.1
|
Deferral Elections.
|
3.2
|
Distribution Elections.
|
i.
|
The Change Election must be made at least 12 months prior to the Distribution Event date;
|
ii.
|
The Change Election shall have no effect until at least 12 months after the date on which the Change Election is filed with the Administrator; and
|
iii.
|
The commencement of payments under the Change Election must be at least five (5) years after the Payment Date applicable under the Distribution Election (or Change Election) being modified (unless the modified election is with respect to benefits payable upon death or Disability, in accordance with Sections 8.1(a) or (b)).
|
(a)
|
was employed by an Employer on the last working day of that Plan Year;
|
(c)
|
became Disabled; or
|
(d)
|
died while in the employ of an Employer during such Plan Year.
|
a.
|
his Deferred Amount;
|
b.
|
his share of Employer Credits;
|
c.
|
his share of Discretionary Employer Credits; and
|
5.3
|
Account Adjustment.
Each Participant’s Account shall be credited or debited
|
d.
|
any withdrawal or distribution.
|
(a)
|
the Participant’s Death;
|
(b)
|
the Participant’s Disability;
|
(c)
|
the Participant’s Separation from Service;
|
(e)
|
the date provided in Appendix B for any Prior Plan Accounts.
|
9.2
|
Installments.
|
(ii)
|
the remaining number of installments to be paid.
|
9.3
|
Unforeseeable Emergency.
|
11.3
|
Termination.
|
a.
|
The specific reason or reasons for such denial;
|
e.
|
The time limits for requesting a review under the Plan’s claim procedures.
|
13.2
|
Source of Benefits.
|
13.3
|
FICA and Other Taxes
.
|
d.
|
Any reduction or acceleration of payment under the Plan pursuant to this Section
|
Age
|
% of Account to be Paid
|
Less than 55
|
0% of Account
|
55
|
50% of Account
|
56
|
60% of Account
|
57
|
70% of Account
|
58
|
80% of Account
|
59
|
90 % of Account
|
60
|
100% of Account
|
Any Age if terminated by the Company without cause or due to Death or Disability
|
100% of Account
|
Age
|
Years of Service
|
% of Account to Be Paid
|
Less than 55, if termination is due to resignation of
Employee
|
Not Applicable
|
0% of Account
|
55 or greater
|
Less than 5
|
0% of Account
|
55
|
5 or more
|
50% of Account
|
56
|
6 or more
|
60% of Account
|
Age
|
Years of Service
|
% of Account to Be Paid
|
57
|
7 or more
|
70% of Account
|
58
|
8 or more
|
80% of Account
|
59
|
9 or more
|
90 % of Account
|
60
|
10 or More
|
100% of Account
|
Any Age if terminated by the Company without
cause or due to Death or Disability
|
Not Applicable
|
100% of Account
|
1.1
|
Purpose and Scope
. The purpose of the Hyatt Hotels Corporation Amended and Restated Employee Stock Purchase Plan (the “
Plan
”) is to assist employees of Hyatt Hotels Corporation and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended.
|
1.2
|
Administration of Plan
. The Plan shall be administered by the Committee. The Committee shall have the power to make, amend and repeal rules and regulations for the interpretation and administration of the Plan consistent with the qualification of the Plan under Section 423 of the Code, and the Committee also is authorized to change the Offering Periods and Exercise Dates under the Plan by providing notice to all Eligible Employees as soon as practicable prior to the date on which such changes will take effect. The Committee may delegate administrative tasks under the Plan to one or more Employees of the Company. The Committee’s interpretation and decisions with respect to the Plan shall be final and conclusive.
|
2.1
|
“
Administrator
” shall mean the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 1.2.
|
2.7
|
“
Compensation
” shall mean the base wages, overtime, incentive compensation, commissions, service charges, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, bereavement leave pay, military pay, prior week adjustments and weekly bonus paid to an Employee by the Company or a Designated Subsidiary in accordance with established payroll procedures.
|
2.8
|
“
Designated Subsidiary
” shall mean the Subsidiaries that have been designated by the Committee from time to time in its sole discretion as eligible to participate in one or more Offering Periods under the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date. As of the Effective Date,
Exhibit A
of the Plan, attached hereto, provides a non-exclusive list of Subsidiaries considered to be Designated Subsidiaries that are eligible to participate in the Plan if, when and on such terms as may be determined by the Committee. The designation of a Subsidiary as a Designated Subsidiary shall not entitle any Eligible Employee of any such Subsidiary to participate in the Plan with respect to any Offering Period unless the Committee
|
2.9
|
“
Effective Date
” shall mean the date the Plan is adopted by the Board, subject to its approval by stockholders of the Company in accordance with the Company’s bylaws, articles of incorporation and applicable state law within twelve months of the date the Plan is adopted by the Board.
|
2.10
|
“
Eligible Designated Subsidiary
” means, with respect to any Offering Period, a Designated Subsidiary that has been selected by the Committee to participate in such Offering Period.
|
2.11
|
“
Eligible Employee
” shall mean an Employee who (a) has been employed at least one year and (b) after the granting of the Option would not be deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of clause (b), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing the Administrator may exclude from participation in the Plan as an Eligible Employee any Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the Unites States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code) if either (i) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan or the Option to violate the requirements of Section 423 of the Code.
|
2.12
|
“
Employee
” shall mean any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period.
|
2.13
|
“
Enrollment Date
” shall mean the first Trading Day of each Offering Period.
|
2.14
|
“
Exercise Date
” except as provided in Section 5.2, shall mean the last Trading Day of each calendar quarter.
|
2.16
|
“
Fair Market Value
” mean, as of any date, the value of Common Stock determined as follows:
|
2.17
|
“
Offering Period
” shall mean the period commencing on the first day of each calendar quarter and terminating on the last Trading Day of such calendar quarter.
|
2.18
|
“
Option
” shall mean the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.
|
2.19
|
“
Option Price
” shall mean the purchase price of a share of Common Stock hereunder as provided in Section 4.2 below.
|
2.20
|
“
Parent
” means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
|
2.21
|
“
Participant
” shall mean any Eligible Employee who (i) is employed at the Company or who is employed at a Designated Subsidiary that is selected by the Committee as an Eligible Designated Subsidiary, eligible to participate in the Plan with respect to the applicable Offering Period and (ii) who elects to participate in the Plan.
|
2.22
|
“
Plan
” shall mean this Hyatt Hotels Corporation Employee Stock Purchase Plan, as it may be amended from time to time.
|
2.23
|
“
Plan Account
” shall mean a bookkeeping account established and maintained by the Company in the name of each Participant.
|
2.24
|
“
Subsidiary
” shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (i) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary which is a corporation being the sole owner of such entity, or (ii) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary.
|
2.25
|
“
Trading Day
” shall mean a day on which national stock exchanges are open for trading.
|
ARTICLE III.
|
|
3.2
|
Election to Participate; Payroll Deductions
|
3.3
|
Leave of Absence
. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday equal to his or her authorized payroll deduction.
|
4.1
|
Grant of Option
. Subject to the limitations of Section 3.1(b), each Participant participating in such Offering Period shall be granted an Option to purchase on the Exercise Date for such Offering Period (at the applicable Option Price) up to a number of shares of Common Stock determined by dividing such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by the applicable Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than 6,250 shares of Common Stock (subject to any adjustment pursuant to Section 5.2). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant may purchase during such future Offering Periods. The Option shall expire on the last day of the Offering Period.
|
4.2
|
Option Price
. The Option Price per share of the Common Stock sold to Participants hereunder shall be 95% of the Fair Market Value of such share on the Exercise Date of the Offering Period, but in no event shall the Option Price per share be less than the par value per share of the Common Stock.
|
4.3
|
Purchase of Shares
.
|
4.4
|
Transferability of Rights
. An Option granted under the Plan shall not be transferable and is exercisable only by the Participant.
No option or interest or right to the option shall be available to pay off any debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the option shall have no effect.
|
5.2
|
Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale
.
|
5.3
|
Insufficient Shares
. If the Administrator determines that, on a given Exercise Date, the number of shares with respect to which Options are to be exercised may exceed (i) the number of shares of Common Stock that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.6 hereof. The Company may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s shareholders subsequent to such Enrollment Date. If the Plan is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after such Exercise Date, without any interest thereon.
|
6.2
|
Termination of Eligibility
. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the Participant’s Plan Account shall be paid to such Participant as soon as reasonably practicable, and such Participant’s Option for the Offering Period shall be automatically terminated. Notwithstanding the foregoing, in the case of a Participant’s death during an Offering Period, the Participant’s Plan Account containing any cash will be refunded in the Participant’s last normal payroll to be administered by the executor or administrator of the Participant’s estate. Any previously purchased Common Stock will be paid to the Participant’s estate by the stock brokerage or financial services firm upon request by the executor or administrator of the Participant’s estate. Any amounts remaining in the Participant’s Account shall
|
7.1
|
Administration
.
|
7.3
|
Reports
. Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased and the remaining cash balance, if any.
|
7.4
|
Condition of Employment
. Neither the creation of the Plan nor an Employee’s participation therein shall be deemed to create a contract of employment, any right of continued employment or in any way affect the right of the Company or a Subsidiary to terminate an Employee at any time with or without cause.
|
7.5
|
Rights as Stockholders
. With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder when, but not until, a certificate has been issued to him or her following exercise of his or her Option.
|
7.6
|
Amendment and Termination of the Plan
|
7.7
|
Use of Funds; No Interest Paid
. All funds received by the Company by reason of purchase of Common Stock under the Plan will be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No interest will be paid to any Participant or credited under the Plan.
|
7.8
|
Term; Approval by Stockholders
. The Plan shall terminate on the tenth anniversary of the date of its initial approval by the stockholders of the Company, unless earlier terminated by action of the Board. No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan will be submitted for the approval of the Company’s stockholders within 12 months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such stockholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided further that if such approval has not been obtained by the end of said 12-month period, all Options previously granted under the Plan shall thereupon be canceled and become null and void.
|
7.9
|
Effect Upon Other Plans
. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary (a) to establish any other forms of incentives or compensation for Employees of the Company or any Subsidiary, or (b) to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.
|
7.10
|
Conformity to Securities Laws
. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b‑3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
|
7.11
|
Notice of Disposition of Shares
. The Company may require any Participant to give the Company prompt notice of any disposition of shares of Common Stock, acquired pursuant to the Plan, within two years after the applicable Enrollment Date or within one year after the applicable Exercise Date with respect to such shares. The Company may direct that the certificates evidencing shares acquired pursuant to the Plan refer to such requirement.
|
7.12
|
Tax Withholding
. The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to any purchase of shares of Common Stock under the Plan or any sale of such shares.
|
7.13
|
Governing Law
. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the State of Delaware.
|
7.14
|
Notices
. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
|
7.15
|
Conditions To Issuance of Shares
. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of Options prior to fulfillment of all the following conditions:
|
7.16
|
Equal Rights and Privileges
. All Eligible Employees of the Company (or of any Designated Subsidiary that is selected by the Administrator as an Eligible Designated Subsidiary, eligible to participate in the Plan with respect to one or more applicable Offering Periods in accordance with Section 3.1(a) hereof) will have equal rights and privileges under the Plan with respect to such Offering Period so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code or applicable Treasury Regulations thereunder. Any provision of the Plan that is inconsistent with Section 423 or applicable Treasury Regulations thereunder will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 or applicable Treasury Regulations thereunder.
|
Name
|
Jurisdiction of
Incorporation or Organization
|
1379919 ALBERTA INC.
|
Alberta, Canada
|
319168 ONTARIO LIMITED
|
Ontario, Canada
|
333 BEALE STREET HOTEL COMPANY, LLC
|
Delaware
|
415 NEW JERSEY AVE. HOTEL MANAGEMENT COMPANY, LLC
|
Delaware
|
ADMINISTRACION DE PERSONAL ANDARES, S. DE R.L. DE C.V.
|
Mexico
|
AIC HOLDING CO.
|
Delaware
|
AIRPORT PLAZA ASSOCIATES LIMITED
|
Virginia
|
AIRPORT PLAZA HOTEL LLC
|
Delaware
|
AIRPORT PLAZA OFFICE BUILDING LIMITED PARTNERSHIP
|
Virginia
|
ALILA HOTELS & RESORTS LTD.
|
British Virgin Islands
|
ALILA HOTELS & RESORTS PTE. LTD
|
Singapore
|
ALILA INTERNATIONAL SERVICES CORPORATION
|
British Virgin Islands
|
AMERISUITES FRANCHISING L.L.C.
|
Delaware
|
ARANCIA LIMITED
|
Hong Kong (PRC)
|
ARUBA BEACHFRONT RESORTS LIMITED PARTNERSHIP
|
Illinois
|
ARUBA BEACHFRONT RESORTS N.V.
|
Aruba
|
ASIA HOSPITALITY, INC.
|
Cayman Islands
|
ASIA HOSPITALITY INVESTORS B.V.
|
Netherlands
|
ASIAN HOTEL N.V.
|
Curacao
|
AUSTIN RESORT BEVERAGE, LLC
|
Texas
|
BAKU HOTEL COMPANY - AZERI
|
Azerbaijan
|
BAKU HOTEL COMPANY - CAYMAN
|
Cayman Islands
|
BASTROP MARKETING, L.L.C.
|
Texas
|
BAY II INVESTOR, INC.
|
Nevada
|
BH PLAZA, LLC
|
Delaware
|
BRE/AMERISUITES PROPERTIES L.L.C.
|
Delaware
|
BURVAN HOTEL ASSOCIATES
|
Ontario, Canada
|
CAL-HARBOR SO. PIER URBAN RENEWAL ASSOCIATES L.P.
|
New Jersey
|
CELAYA RESORTS, S. DE R.L. DE C.V.
|
Mexico
|
CHANCELLOR STREET CONDOMINIUM ASSOCIATION, INC.
|
Pennsylvania
|
CHESAPEAKE COMMUNITIES, LLC
|
Maryland
|
CHESAPEAKE RESORT, LLC
|
Maryland
|
COAST BEACH, L.L.C.
|
Delaware
|
COMMUNE HOTELS AND RESORTS, LLC
|
Delaware
|
COMMUNE HOTELS & RESORTS (SHANGHAI) CO., LTD
|
China
|
COMMUNE SERVICES, LLC
|
Delaware
|
COMPAGNIE HOTELIERE DE LAGON BLEU
|
Papeete French Polynesia
|
CPM SEATTLE HOTELS, L.L.C.
|
Washington
|
CRV SERVICES LLC
|
Delaware
|
CRW INVESTMENT, LLC
|
Delaware
|
CTR INTEREST HOLDCO, INC.
|
Delaware
|
DALLAS REGENCY, LLC
|
Texas
|
DENVER DOWNTOWN HOTEL PARTNERS LLC
|
Delaware
|
DESARROLLADORA HOTELERA ACUEDUCTO, S. DE R.L. DE C.V.
|
Mexico
|
DESTINATION HOTELS UTAH, LLC
|
Delaware
|
DESTINATION RESIDENCES LLC
|
Delaware
|
DESTINATION MIAMI BEACH MANAGEMENT, LLC
|
Delaware
|
DESTINATION RESIDENCES HAWAII LLC
|
Delaware
|
DESTINATION TAMPA MANAGEMENT, INC.
|
Delaware
|
DH BEVERAGE, LLC
|
Texas
|
DH BISCAYNE MANAGEMENT LLC
|
Delaware
|
DH C.C. PAVILION MANAGEMENT LLC
|
Delaware
|
DH CAMELBACK MANAGEMENT LLC
|
Delaware
|
DH CAROLINA MANAGEMENT LLC
|
Delaware
|
DH DBHL MANAGEMENT LLC
|
Delaware
|
DH DEL MAR MANAGEMENT LLC
|
Delaware
|
DH HANSON MANAGEMENT LLC
|
Delaware
|
DH KIRKLAND MANAGEMENT LLC
|
Delaware
|
DH LORETTO MANAGEMENT LLC
|
Delaware
|
DH MISSION BAY MANAGEMENT LLC
|
Delaware
|
DH MISSION PALMS MANAGEMENT LLC
|
Delaware
|
DH MVL MANAGEMENT LLC
|
Delaware
|
DH RICHMOND MANAGEMENT LLC
|
Delaware
|
DH ROSLYN MANAGEMENT LLC
|
Delaware
|
DH ROYAL PALMS MANAGEMENT LLC
|
Delaware
|
DH RSC MANAGEMENT LLC
|
Delaware
|
DH SAN DIEGO BEVCO LLC
|
Delaware
|
DH SANTA FE MANAGEMENT LLC
|
Delaware
|
DH SCOTTSDALE MANAGEMENT LLC
|
Delaware
|
DH SEATTLE MANAGEMENT LLC
|
Delaware
|
DH SJ MANAGEMENT LLC
|
Delaware
|
DH SAN ANTONIO BEVCO LLC
|
Delaware
|
DH SAN ANTONIO MANAGEMENT LLC
|
Delaware
|
DH SAN ANTONIO SPA LLC
|
Delaware
|
DH SAN DIEGO MANAGEMENT LLC
|
Delaware
|
DH SAN DIEGO BEVCO LLC
|
Delaware
|
DH SAN JOSE BEVCO LLC
|
Delaware
|
DH STOWE MANAGEMENT LLC
|
Delaware
|
DH SUNRIVER MANAGEMENT LLC
|
Delaware
|
DH TAHOE BEVCO LLC
|
Delaware
|
DH TAHOE MANAGEMENT LLC
|
Delaware
|
DH TARRYTOWN MANAGEMENT LLC
|
Delaware
|
DH WASHINGTON MANAGEMENT LLC
|
Delaware
|
DH WASHINGTON SERVICES LLC
|
Delaware
|
DH WEST LOOP MANAGEMENT
|
Delaware
|
DH WILD DUNES MANAGEMENT LLC
|
Delaware
|
DH YORK MANAGEMENT LLC
|
Delaware
|
DH2 HOLDING LLC
|
Delaware
|
DRH KAUA'I MANAGEMENT LLC
|
Delaware
|
DRH ALII MANAGEMENT LLC
|
Delaware
|
DRH LAHAINA MANAGER LLC
|
Delaware
|
DH WAILEA BV LLC
|
Delaware
|
EXHALE ENTERPRISES, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES II, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES III, INC.
|
Delaware
|
EXHALE ENTERPRISES IV, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES V, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES VIII, INC.
|
Delaware
|
EXHALE ENTERPRISES X, INC.
|
Delaware
|
EXHALE ENTERPRISES XII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XIV, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XV, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XV TCI LTD.
|
Turks & Caicos
|
EXHALE ENTERPRISES XVI, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XVII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XVIII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XIX, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XX, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXI, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXIV, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXV, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXVI, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXVII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXVIII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXXI, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXXII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES XXXIII, L.L.C.
|
Delaware
|
EXHALE ENTERPRISES GIFT SERVICES COMPANY
|
Virginia
|
FAN PIER, L.L.C.
|
Delaware
|
FAR EAST HOTELS, INC.
|
Bahamas
|
G.E.H. PROPERTIES LIMITED
|
United Kingdom
|
GAINEY DRIVE ASSOCIATES
|
Arizona
|
GALAXY AEROSPACE COMPANY, LLC
|
Delaware
|
GHE HOLDINGS LIMITED
|
Hong Kong (PRC)
|
GLENDALE HOTEL PROPERTIES, L.L.C.
|
Delaware
|
GRAND HYATT BERLIN GMBH
|
Germany
|
GRAND HYATT DFW BEVERAGE, LLC
|
Texas
|
GRAND HYATT SAN ANTONIO, L.L.C.
|
Delaware
|
GRAND HYATT SF, L.L.C.
|
Delaware
|
GRAND RIVERWALK BEVERAGE, LLC
|
Texas
|
GRAND TORONTO CORP.
|
Delaware
|
GRAND TORONTO VENTURE, L.P.
|
Delaware
|
GREENWICH HOTEL LIMITED PARTNERSHIP
|
Connecticut
|
H.E. ATLANTA CENTENNIAL PARK HOLDINGS, L.L.C.
|
Delaware
|
H.E. AUSTIN, L.L.C.
|
Delaware
|
H.E. DRISKILL, LLC
|
Delaware
|
H.E. GRAND CYPRESS, L.L.C.
|
Delaware
|
H.E. INDIAN WELLS, L.L.C.
|
Delaware
|
H.E. IRVINE, L.L.C.
|
Delaware
|
H.E. KANSAS CITY, L.L.C.
|
Delaware
|
H.E. LENOX, L.L.C.
|
Delaware
|
H.E. NEWPORT, L.L.C.
|
Delaware
|
H.E. ORLANDO, L.L.C.
|
Delaware
|
H.E. PHILADELPHIA HC HOLDINGS, L.L.C.
|
Delaware
|
H.E. PHILADELPHIA HC HOTEL, L.L.C.
|
Delaware
|
H.E. PHILADELPHIA HC PARKING, L.L.C.
|
Delaware
|
H.E. PHILADELPHIA HC RETAIL, L.L.C.
|
Delaware
|
H.E. PHILADELPHIA SANSOM, L.L.C.
|
Delaware
|
H.E. PHOENIX, L.L.C.
|
Delaware
|
H.E. PORTLAND, L.L.C.
|
Delaware
|
H.E. PROPERTIES, L.L.C.
|
Delaware
|
H.E. SAN ANTONIO, L.L.C.
|
Delaware
|
H.E. SAN ANTONIO I, L.L.C.
|
Delaware
|
H.E. TUCSON HOLDINGS, L.L.C.
|
Delaware
|
H.E. TUCSON JV, L.L.C.
|
Delaware
|
H.E. TUCSON JV HOLDINGS, L.L.C.
|
Delaware
|
H.E. TUCSON OWNER, L.L.C.
|
Delaware
|
HAPP INVESTOR, LTD.
|
British Virgin Islands
|
HARBORSIDE HOTEL LLC
|
Delaware
|
HARBORSIDE LAND, LLC
|
Delaware
|
HC MEMPHIS JV PARTNER, LLC
|
Delaware
|
HC NASHVILLE JV HOLDINGS, LLC
|
Delaware
|
HC PORTLAND JV HOLDINGS, L.L.C.
|
Delaware
|
HC ROYAL PALMS, L.L.C.
|
Delaware
|
HCV CINCINNATI HOTEL, L.L.C.
|
Delaware
|
HE AUSTIN LAND ACQUISITION, LLC
|
Delaware
|
HE ORLANDO HOTEL, LLC
|
Delaware
|
HGP (TRAVEL) LIMITED
|
Hong Kong (PRC)
|
HH NASHVILLE HOLDINGS, L.L.C.
|
Delaware
|
HH NASHVILLE JV HOLDINGS, L.L.C.
|
Delaware
|
HH PORTLAND, L.L.C.
|
Delaware
|
HHMA BURLINGTON BEVERAGE, L.L.C.
|
Massachusetts
|
HI HOLDINGS ASIA LIMITED
|
British Virgin Islands
|
HI HOLDINGS (SWITZERLAND) GMBH
|
Switzerland
|
HI HOLDINGS BAJA B.V.
|
Netherlands
|
HI HOLDINGS BRAZIL S.A.R.L.
|
Luxembourg
|
HI HOLDINGS CELAYA B.V.
|
Netherlands
|
HI HOLDINGS CIUDAD DEL CARMEN B.V.
|
Netherlands
|
HI HOLDINGS CYPRUS LIMITED
|
Cyprus
|
HI HOLDINGS CYPRUS-INDIA LIMITED
|
Cyprus
|
HI HOLDINGS GUADALAJARA B.V.
|
Netherlands
|
HI HOLDINGS HP CABO B.V.
|
Netherlands
|
HI HOLDINGS HP TIJUANA HOTEL B.V.
|
Netherlands
|
HI HOLDINGS KYOTO CO.
|
Delaware
|
HI HOLDINGS LA PAZ B.V.
|
Netherlands
|
HI HOLDINGS LATIN AMERICA B.V.
|
Netherlands
|
HI HOLDINGS NETHERLANDS B.V.
|
Netherlands
|
HI HOLDINGS PLAYA B.V.
|
Netherlands
|
HI HOLDINGS RIO S.A.R.L.
|
Luxembourg
|
HI HOLDINGS RIVIERA MAYA B.V.
|
Netherlands
|
HI HOLDINGS VIENNA S.A.R.L.
|
Luxembourg
|
HI HOLDINGS ZURICH S.A.R.L.
|
Luxembourg
|
HI HOTEL ADVISORY SERVICES GMBH
|
Switzerland
|
HI HOTEL INVESTORS CYPRUS LIMITED
|
Cyprus
|
HIHCL AMSTERDAM B.V.
|
Netherlands
|
HIHCL HP AMSTERDAM AIRPORT B.V.
|
Netherlands
|
HIHCL HR AMSTERDAM B.V.
|
Netherlands
|
HILP HOTEL SERVICE PROVIDER LLC
|
Delaware
|
HOTEL AM BELVEDERE HOLDING GMBH
|
Austria
|
HOTEL AM BELVEDERE HOLDING GMBH & CO KG
|
Austria
|
HOTEL INVESTMENTS, L.L.C.
|
Delaware
|
HOTEL INVESTMENTS HOLDING CO LLC
|
Delaware
|
HOTEL INVESTORS I, INC.
|
Luxembourg
|
HOTEL INVESTORS II, INC.
|
Cayman Islands
|
HOTEL PROJECT SYSTEMS PTE LTD
|
Singapore
|
HOTEL SERVICES CIUDAD DEL CARMEN, S. DE R.L. DE C.V.
|
Mexico
|
HOTELS CS CELAYA S. DE R.L. DE C.V.
|
Mexico
|
HP ATLANTA CENTENNIAL PARK JV LLC
|
Delaware
|
HP BEVERAGE DALLAS DFW AIRPORT, LLC
|
Texas
|
HP BEVERAGE FW NORTH ALLIANCE, LLC
|
Texas
|
HP BEVERAGE SUGAR LAND, LLC
|
Texas
|
HP BOSTON HOLDINGS, L.L.C.
|
Delaware
|
HP GLENDALE, L.L.C.
|
Delaware
|
HP GLENDALE JV HOLDINGS, L.L.C.
|
Delaware
|
HP INDIA HOLDINGS LIMITED
|
Mauritius
|
HP LAS VEGAS BEVERAGE, L.L.C.
|
Nevada
|
HP M STREET, L.L.C.
|
Delaware
|
HP ROUTE 46 TEXAS, LLC
|
Texas
|
HP SAN FRANCISCO, L.L.C.
|
Delaware
|
HP SAN JUAN, L.L.C.
|
Delaware
|
HP TEN TEXAS, LLC
|
Texas
|
HPHH ATLANTA, L.L.C.
|
Delaware
|
HPHH DENVER, L.L.C.
|
Delaware
|
HPHH SAN JOSE JV HOLDINGS, L.L.C.
|
Delaware
|
HQ CHESAPEAKE, LLC
|
Maryland
|
HR LOST PINES RESORT LLC
|
Delaware
|
HR MC HOTEL COMPANY, S. DE R.L. DE C.V.
|
Mexico
|
HR MC SERVICES, S. DE R.L. DE C.V.
|
Mexico
|
HR MC SERVICES II, S. DE R.L. DE C.V.
|
Mexico
|
HRHC, LLC
|
Texas
|
HT-AVENDRA GROUP HOLDINGS, L.L.C.
|
Delaware
|
HT-AVENDRA, L.L.C.
|
Delaware
|
HT-CHESAPEAKE COMMUNITIES, INC.
|
Delaware
|
HT-CHESAPEAKE RESORT, INC.
|
Delaware
|
HT-FUTURE INVESTMENT, LLC
|
Delaware
|
HT-HOTEL EQUITIES, INC.
|
Delaware
|
HT-HUNTINGTON BEACH, INC.
|
Delaware
|
HT-JERSEY PIER, INC.
|
Delaware
|
HT-JERSEY PIER, L.P.
|
Delaware
|
HT-JERSEY PIER, LLC
|
Delaware
|
HT-LONG BEACH, L.L.C.
|
Delaware
|
HT-MIAMI BEACH, L.L.C.
|
Delaware
|
HT-PARK 57, INC.
|
Delaware
|
HTS-ASPEN, L.L.C.
|
Delaware
|
HTS-BC, INC.
|
Delaware
|
HT-SACRAMENTO, LLC
|
Delaware
|
HT-SEATTLE, LLC
|
Delaware
|
HT-SEATTLE HOLDINGS, LLC
|
Delaware
|
HTSF, L.L.C.
|
Delaware
|
HT-SIERRA, L.L.C.
|
Delaware
|
HTS - NS, L.L.C.
|
Delaware
|
HTS - NY, L.L.C.
|
Delaware
|
HT-TAMPA, LLC
|
Delaware
|
HT-VANCOUVER INC.
|
Ontario, Canada
|
HTW BEVERAGE, LLC
|
Texas
|
HT- WAILEA, LLC
|
Delaware
|
HY LONG BEACH HOTEL, LLC
|
Delaware
|
HYATT (BARBADOS) CORPORATION
|
Barbados
|
HYATT (JAPAN) CO., LTD.
|
Japan
|
HYATT (THAILAND) LIMITED
|
Thailand
|
HYATT AFFILIATIONS, LLC
|
Delaware
|
HYATT ARUBA N.V.
|
Aruba
|
HYATT ASIA PACIFIC HOLDINGS LIMITED
|
Hong Kong (PRC)
|
HYATT AUSTRALIA HOTEL MANAGEMENT PTY LIMITED
|
Australia
|
HYATT AUSTRIA GMBH
|
Austria
|
HYATT BEACH FRONT N.V.
|
Aruba
|
HYATT BORNEO MANAGEMENT SERVICES LIMITED
|
Hong Kong (PRC)
|
HYATT BRITANNIA CORPORATION LTD.
|
Cayman
|
HYATT CC OFFICE CORP.
|
Delaware
|
HYATT CHAIN SERVICES LIMITED
|
Hong Kong (PRC)
|
HYATT CORPORATION
|
Delaware
|
HYATT CRYSTAL CITY, LLC.
|
Delaware
|
HYATT CURACAO, N.V.
|
Curacao
|
HYATT DISASTER RELIEF FUND
|
Illinois
|
HYATT DO BRASIL PARTICIPACOES LTDA
|
Brazil
|
HYATT EQUITIES, L.L.C.
|
Delaware
|
HYATT FOREIGN EMPLOYMENT SERVICES, INC.
|
Delaware
|
HYATT FRANCHISING, L.L.C.
|
Delaware
|
HYATT FRANCHISING CANADA CORP.
|
Delaware
|
HYATT FRANCHISING LATIN AMERICA, L.L.C.
|
Delaware
|
HYATT FULFILLMENT OF MARYLAND, INC.
|
Maryland
|
HYATT GLOBAL SERVICES, INC.
|
Delaware
|
HYATT GTLD, L.L.C.
|
Delaware
|
HYATT HOC, INC.
|
Delaware
|
HYATT HOLDINGS (UK) LIMITED
|
United Kingdom
|
HYATT HOSPITALITY SERVICES, L.L.C.
|
Delaware
|
HYATT HOTELS CONSULTANCY SERVICES ASIA PACIFIC LIMITED
|
Hong Kong (PRC)
|
HYATT HOTEL MANAGEMENT LIMITED
|
Hong Kong (PRC)
|
HYATT HOTELS CORPORATION OF MARYLAND
|
Maryland
|
HYATT HOTELS FOUNDATION
|
Delaware
|
HYATT HOTELS MANAGEMENT CORPORATION
|
Delaware
|
HYATT HOTELS OF CANADA, INC.
|
Delaware
|
HYATT HOTELS OF FLORIDA, INC.
|
Delaware
|
HYATT HOTELS OF PUERTO RICO, INC.
|
Delaware
|
HYATT HOUSE CANADA, INC.
|
Delaware
|
HYATT HOUSE FRANCHISING, L.L.C.
|
Kansas
|
HYATT HOUSE HOTEL HOLDING COMPANY, L.L.C.
|
Delaware
|
HYATT INDIA CONSULTANCY PRIVATE LIMITED
|
India
|
HYATT INTERNATIONAL (ASIA) LIMITED
|
Hong Kong (PRC)
|
HYATT INTERNATIONAL (EUROPE AFRICA MIDDLE EAST) LLC
|
Switzerland
|
HYATT INTERNATIONAL CORPORATION
|
Delaware
|
HYATT INTERNATIONAL HOLDINGS CO.
|
Delaware
|
HYATT INTERNATIONAL HOTEL MANAGEMENT (BEIJING) CO. LTD.
|
People’s Republic of China
|
HYATT INTERNATIONAL MILAN, L.L.C.
|
Delaware
|
HYATT INTERNATIONAL PROPERTY MANAGEMENT (BEIJING) CO. LTD.
|
People’s Republic of China
|
HYATT INTERNATIONAL TECHNICAL SERVICES, INC.
|
Delaware
|
HYATT INTERNATIONAL -ASIA PACIFIC, LIMITED
|
Hong Kong (PRC)
|
HYATT INTERNATIONAL - JAPAN, LIMITED
|
Hong Kong (PRC)
|
HYATT INTERNATIONAL -SEA, (PTE) LIMITED
|
Singapore
|
HYATT INTERNATIONAL - SOUTHWEST ASIA, LIMITED
|
Dubai
|
HYATT JV HOLDINGS, L.L.C.
|
Delaware
|
HYATT LACSA SERVICES, INC.
|
Delaware
|
HYATT LOUISIANA, L.L.C.
|
Delaware
|
HYATT MAINZ GMBH
|
Germany
|
HYATT MARKETING SERVICES, INC.
|
Delaware
|
HYATT MINNEAPOLIS, LLC
|
Delaware
|
HYATT MARKETING SERVICES NIGERIA COMPANY LIMITED
|
Nigeria
|
HYATT MINORITY INVESTMENTS, INC.
|
Delaware
|
HYATT MSS, L.L.C.
|
Delaware
|
HYATT NORTH AMERICA MANAGEMENT SERVICES, INC.
|
Delaware
|
HYATT OF AUSTRALIA LIMITED
|
Hong Kong (PRC)
|
HYATT OF BAJA S. DE R.L. DE C.V.
|
Mexico
|
HYATT OF CHINA LIMITED
|
Hong Kong (PRC)
|
HYATT OF FRANCE S.A.R.L.
|
France
|
HYATT OF GUAM LIMITED
|
Hong Kong (PRC)
|
HYATT OF ITALY S.R.L.
|
Italy
|
HYATT OF LATIN AMERICA AND CARIBBEAN, L.L.C.
|
Delaware
|
HYATT OF LATIN AMERICA, S.A. DE C.V.
|
Mexico
|
HYATT OF MACAU LIMITED
|
Hong Kong (PRC)
|
HYATT OF MEXICO, S.A. DE C.V.
|
Mexico
|
HYATT OF PHILIPPINES LIMITED
|
Hong Kong (PRC)
|
HYATT PARTNERSHIP INTERESTS, L.L.C.
|
Delaware
|
HYATT PLACE ANNE ARUNDEL BEVERAGE, INC.
|
Maryland
|
HYATT PLACE CANADA CORPORATION
|
Delaware
|
HYATT PLACE FRANCHISING, L.L.C.
|
Delaware
|
HYATT PLACE OF MARYLAND, INC.
|
Maryland
|
HYATT REGENCY COLOGNE GMBH
|
Germany
|
HYATT REGENCY CORPORATION PTY. LIMITED
|
Australia
|
HYATT RESOURCE CAPITAL JAPAN GK
|
Japan
|
HYATT SERVICES AUSTRALIA PTY LIMITED
|
Australia
|
HYATT SERVICES CANADA, INC.
|
Ontario, Canada
|
HYATT SERVICES CARIBBEAN, L.L.C.
|
Delaware
|
HYATT SERVICES GMBH
|
Germany
|
HYATT SERVICES INDIA PRIVATE LIMITED
|
India
|
HYATT SHARED SERVICE CENTER, L.L.C.
|
Delaware
|
HYATT TRINIDAD LIMITED
|
Trinidad and Tobago
|
HYCANADA INC.
|
Alberta, Canada
|
HYCARD, INC.
|
Delaware
|
HYSTAR, L.L.C.
|
Delaware
|
INFORMATION SERVICES LIMITED
|
Hong Kong (PRC)
|
INTERNATIONAL RESERVATIONS LIMITED
|
Hong Kong (PRC)
|
JOIE de VIVRE HOSPITALITY, LLC
|
Delaware
|
JOINT VENTURE ITALKYR CLOSED JOINT STOCK COMPANY
|
Kyrgyz Republic
|
JUNIPER HOTELS PRIVATE LIMITED
|
India
|
KSA MANAGEMENT, INC.
|
Kansas
|
KYOTO HOLDING CO.
|
Cayman Islands
|
LHR-PARTNERS, LTD.
|
Kentucky
|
LORING PARK ASSOCIATES, LIMITED PARTNERSHIP
|
Minnesota
|
LOST PINES BEVERAGE, LLC
|
Texas
|
MACAE PARTNERS S.A.R.L.
|
Luxembourg
|
MAHIMA HOLDINGS PRIVATE LIMITED
|
India
|
MARION RESERVATION CENTER, L.L.C.
|
Delaware
|
MEXICO CITY HOTEL INVESTMENTS B.V.
|
Netherlands
|
MILAN HOTEL INVESTMENTS B.V.
|
Netherlands
|
MIRAVAL ARIZONA GUARANTOR, LLC
|
Delaware
|
MIRAVAL GROUP, LLC
|
Delaware
|
MIRAVAL RESORT ARIZONA, LLC
|
Delaware
|
MIRAVAL RESORT ARIZONA HOLDINGS, LLC
|
Delaware
|
MIRAVAL RESORT ARIZONA OPERATING CO., INC.
|
Delaware
|
MIRAVAL RESORT TUCSON, LLC
|
Delaware
|
MONROE MR HOLDINGS, LLC
|
Delaware
|
MONROE MR HOLDINGS I, LLC
|
Delaware
|
MONROE MR HOLDINGS II, LLC
|
Delaware
|
MONROE MR HOLDINGS III, LLC
|
Delaware
|
MONROE MR HOLDINGS TRUST
|
Maryland
|
MRG ATX BEVERAGE HOLDINGS, LLC
|
Delaware
|
MRG ATX HOLDINGS, LLC
|
Delaware
|
MRG ATX HOLDINGS II, LLC
|
Delaware
|
MRG ATX INVESTMENT, LLC
|
Delaware
|
MRG ATX MANAGEMENT I, LLC
|
Delaware
|
MRG ATX MANAGEMENT II, LLC
|
Delaware
|
MRG ATX OPERATIONS, LLC
|
Delaware
|
MRG CRW HOLDINGS, LLC
|
Delaware
|
MRG CRW MANAGEMENT I, LLC
|
Delaware
|
MRG CRW MANAGEMENT II, LLC
|
Delaware
|
MRG CRW OPERATIONS, LLC
|
Delaware
|
MUNICH OPCO GMBH
|
Germany
|
NEW YORK BOWERY SERVICES, LLC
|
Delaware
|
NEWPARK GROUP HOLDING COMPANY, LLC
|
Delaware
|
OASIS LUXURY RENTALS INCORPORATED
|
British Virgin Islands
|
PT HYATT INDONESIA
|
Indonesia
|
PARIS HOTEL COMPANY B.V.
|
Netherlands
|
PARK HYATT HAMBURG GMBH
|
Germany
|
PARK HYATT HOTEL GMBH
|
Switzerland
|
PARK HYATT WATER TOWER ASSOCIATES, L.L.C.
|
Illinois
|
PH NEW YORK L.L.C.
|
Delaware
|
POLK SMITH REGENCY, LLC
|
Texas
|
POSTMARK HOTELS, LLC
|
Delaware
|
PVD INVESTMENT COMPANY S.A.R.L.
|
Luxembourg
|
RCG PROPERTIES, LLC
|
Georgia
|
REGENCY BEVERAGE COMPANY, LLC
|
Texas
|
REGENCY FRISCO BEVERAGE, LLC
|
Texas
|
REGENCY RIVERWALK BEVERAGE, LLC
|
Texas
|
RESERVATIONS CENTER, L.L.C.
|
Delaware
|
RIO JV PARTNERS PARTICIPACOES LTDA.
|
Brazil
|
RIO PRETO PARTNERS HOTEIS LTDA.
|
Brazil
|
RIO PRETO PARTNERS S.A.R.L
.
|
Luxembourg
|
ROSEMONT PROJECT MANAGEMENT, L.L.C.
|
Delaware
|
ROUTE 46 MANAGEMENT ASSOCIATES CORP.
|
Delaware
|
RUNWAY, L.L.C.
|
Texas
|
RUNWAY HOLDING, L.L.C.
|
Delaware
|
SAO PAULO INVESTMENT COMPANY INC.
|
Panama
|
SAO PAULO INVESTORS LIMITED
|
Bahamas
|
SASIH
|
France
|
SDI EQUITIES INVESTOR, L.L.C.
|
Nevada
|
SDI SECURITIES 11, LLC
|
Nevada
|
SDI SECURITIES 6, LLC
|
Nevada
|
SDI, INC.
|
Nevada
|
SELECT HOTELS GROUP, L.L.C.
|
Delaware
|
SELECT JV HOLDINGS, L.L.C.
|
Delaware
|
SEOUL MIRAMAR CORPORATION
|
Korea
|
SERVICIOS DE HOTELERIA SAN JOSE, S. DE R.L. DE C.V.
|
Mexico
|
SERVICIOS HOTELEROS LA PAZ, S. DE R.L. DE C.V.
|
Mexico
|
SETTLEMENT INVESTORS INC.
|
Bahamas
|
SHG PUERTO RICO, INC.
|
Delaware
|
SIERRA HEALTHSTYLES LLC
|
Delaware
|
SIERRA HEALTHSTYLES I, LLC
|
Delaware
|
SJC DESARROLLOS, S. DE R.L. DE C.V.
|
Mexico
|
SKS CORP. N.V.
|
Curacao
|
SMC HOTELS B.V.
|
Netherlands
|
SOROCABA PARTNERS HOTEIS LTDA
|
Brazil
|
SOROCABA PARTNERS S.A.R.L.
|
Luxembourg
|
THE GREAT EASTERN HOTEL COMPANY LIMITED
|
England and Wales
|
THE GREAT EASTERN HOTEL HOLDING COMPANY LIMITED
|
England and Wales
|
THOMPSON HOTELS, LLC
|
Delaware
|
THOMPSON LOS ANGELES ASSOCIATES, LLC
|
Delaware
|
THOMPSON TRIBECA ASSOCIATES, LLC
|
Delaware
|
TIJUANA PARTNERS, S. DE R.L. DE C.V.
|
Mexico
|
TOMMIE HOTELS, LLC
|
Delaware
|
TR BALTIMORE MANAGEMENT LLC
|
Delaware
|
TR BAYSIDE MANAGEMENT LLC
|
Delaware
|
TR BIG SUR MANAGEMENT LLC
|
Delaware
|
TR BOWERY MANAGEMENT LLC
|
Delaware
|
TR BUCKHEAD MANAGER LLC
|
Delaware
|
TR CAMINO MANAGEMENT LLC
|
Delaware
|
TR CHARLESTON MANAGEMENT LLC
|
Delaware
|
TR CHARLOTTESVILLE MANAGER LLC
|
Delaware
|
TR CHICAGO MANAGEMENT LLC
|
Delaware
|
TR CULVER MANAGEMENT LLC
|
Delaware
|
TR DALLAS MANAGEMENT LLC
|
Delaware
|
TR DENVER MANAGEMENT LLC
|
Delaware
|
TR DETROIT MANAGER LLC
|
Delaware
|
TR EDDY MANAGEMENT LLC
|
Delaware
|
TR EXCELSIOR MANAEMENT LLC
|
Delaware
|
TR HOLMDEL MANAGER LLC
|
Delaware
|
TR ISABELA MANAGEMENT LLC
|
Delaware
|
TR LAGUANA BEACH MANAGEMENT LLC
|
Delaware
|
TR LAKESHORE MANAGEMENT LLC
|
Delaware
|
TR MANAGEMENT INVESTMENT, LLC
|
Delaware
|
TR MASON MANAGEMENT LLC
|
Delaware
|
TR MIAMI MANAGER LLC
|
Delaware
|
TR MONTEREY MANAGEMENT LLC
|
Delaware
|
TR NASHVILLE MANAGEMENT LLC
|
Delaware
|
TR NEW YORK MANAGEMENT LLC
|
Delaware
|
TR NOLA MANAGEMENT LLC
|
Delaware
|
TR NORTHHAMPTON MANAGEMENT LLC
|
Delaware
|
TR OAKLAND MANAGEMENT LLC
|
Delaware
|
TR OCEANSIDE MANAGEMENT LLC
|
Delaware
|
TR PALO ALTO MANAGEMENT LLC
|
Delaware
|
TR PARK SOUTH MANAGEMENT LLC
|
Delaware
|
TR MISSOURI MANAGEMENT LLC
|
Delaware
|
TR POINT LOMA MANAGEMENT LLC
|
Delaware
|
TR POST MANAGEMENT LLC
|
Delaware
|
TR PRESIDIO MANAGEMENT LLC
|
Delaware
|
TR SANTA CLARA MANAGEMENT LLC
|
Delaware
|
TR SAVANNAH MANAGER LLC
|
Delaware
|
TR SEATTLE MANAGEMENT LLC
|
Delaware
|
TR SEDONA MANAGEMENT LLC
|
Delaware
|
TR SFCC MANAGEMENT LLC
|
Delaware
|
TR SUNNYVALE MANAGEMENT LLC
|
Delaware
|
TR TAHOE MANAGEMENT LLC
|
Delaware
|
TR TAHOE CITY MANAGER LLC
|
Delaware
|
TR THIRD STREET MANAGEMENT LLC
|
Delaware
|
TR THOMPSON BRAZOS MANAGER LLC
|
Delaware
|
TR TOMMIE BRAZOS MANAGER LLC
|
Delaware
|
TRH ACQUISITION, LLC (DELAWARE)
|
Delaware
|
TUCSON VILLAS, LLC
|
Delaware
|
TUCSON VILLAS HOLDINGS, LLC
|
Delaware
|
TWO ROADS ASIA LLC
|
Delaware
|
TWO ROADS HOSPITALITY LLC
|
Delaware
|
TWO SEAS HOLDINGS LIMITED
|
Mauritius
|
VAN DAM ASSOCIATES, LLC
|
Delaware
|
WAILEA HOTEL & BEACH RESORT, L.L.C.
|
Delaware
|
WAILEA HOTEL HOLDINGS, L.L.C.
|
Delaware
|
WAILEA MANAGEMENT ASSOCIATION, L.L.C.
|
Delaware
|
WALL STREET MANAGER, LLC
|
Delaware
|
XENIA ASSURANCE COMPANY, INC.
|
Arizona
|
XENIA ASSURANCE COMPANY OF ILLINOIS
|
Illinois
|
ZURICH ESCHERWIESE HOTEL GMBH
|
Switzerland
|
ZURICH HOTEL INVESTMENTS B.V.
|
Netherlands
|
|
|
SUBSIDIARY: JOIE de VIVRE HOSPITALITY, LLC
|
Names under which such subsidiary does business:
|
|
The Liaison Capitol Hill
|
|
|
SUBSIDIARY: ARUBA BEACHFRONT RESORTS LIMITED PARTNERSHIP
|
Names under which such subsidiary does business:
|
|
Hyatt Regency Aruba Resort Spa and Casino
|
|
|
SUBSIDIARY: BAKU HOTEL COMPANY
|
|
Baku Office Tower
|
|
Hyatt Regency Baku
|
|
Baku Residential Tower
|
|
|
|
SUBSIDIARY: COMMUNE HOTELS AND RESORTS LLC
|
|
Carmel Valley Ranch
|
|
|
|
SUBSIDIARY: DH CAROLINA MANAGEMENT LLC
|
|
The Carolina Inn
|
|
|
|
SUBSIDIARY: DH DBHL MANAGEMENT LLC
|
|
Rizzo Center
|
|
|
|
SUBSIDIARY: DH DEL MAR MANAGEMENT LLC
|
|
L'Auberge Del Mar
|
|
|
|
SUBSIDIARY: DH KIRKLAND MANAGEMENT LLC
|
|
Woodmark Hotel & Still Spa
|
|
|
|
SUBSIDIARY: DH MISSION BAY MANAGEMENT LLC
|
|
Paradise Point Resort & Spa
|
|
|
|
SUBSIDIARY: DH MISSION PALMS MANAGEMENT LLC
|
|
Tempe Mission Palms Hotel & Conference Center
|
|
|
|
SUBSIDIARY: DH RICHMOND MANAGEMENT LLC
|
|
Quirk Hotel
|
|
|
|
SUBSIDIARY: DH ROSLYN MANAGEMENT LLC
|
|
Suncadia Resort
|
|
|
|
SUBSIDIARY: DH RSC MANAGEMENT LLC
|
|
The Royal St. Charles Hotel
|
|
|
|
SUBSIDIARY: DH SAN ANTONIO MANAGEMENT LLC
|
|
La Cantera Resort and Spa
|
|
|
|
SUBSIDIARY: DH SCOTTSDALE MANAGEMENT LLC
|
|
The Scottsdale Resort at McCormick Ranch
|
|
|
|
SUBSIDIARY: DH SEATTLE MANAGEMENT LLC
|
|
Motif Seattle
|
|
|
SUBSIDIARY: DH SJ MANAGEMENT LLC
|
|
Hotel De Anza
|
|
|
|
SUBSIDIARY: DH STOWE MANAGEMENT LLC
|
|
The Lodge at Spruce Peak
|
|
|
|
SUBSIDIARY: DH SUNRIVER MANAGEMENT LLC
|
|
Sunriver Resort
|
|
|
|
SUBSIDIARY: DH TAHOE MANAGEMENT LLC
|
|
Resort at Squaw Creek
|
|
|
|
SUBSIDIARY: DH WASHINGTON MANAGEMENT LLC
|
|
Skamania Lodge
|
|
|
|
SUBSIDIARY: DH WEST LOOP MANAGEMENT LLC
|
|
Hotel Derek
|
|
|
|
SUBSIDIARY: DH YORK MANAGEMENT LLC
|
|
Cliff House Maine
|
|
|
|
SUBSIDIARY: DH WILD DUNES MANAGEMENT LLC
|
|
Wild Dunes Resort
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES II, L.L.C.
|
|
Exhale 980 Madison
|
|
Exhale Bridgehampton
|
|
Manhattan House
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES III, INC.
|
|
Exhale Central Park South
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES IV, L.L.C.
|
|
Exhale Back Bay
|
|
45 Province
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES V, L.L.C.
|
|
Exhale Gold Coast
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES VIII, INC.
|
|
Exhale Dallas
|
|
|
|
SUBSIDIARY
:
EXHALE ENTERPRISES X, INC.
|
|
Exhale Downtown Miami
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XIV, L.L.C.
|
|
Exhale Gramercy
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XVI, L.L.C.
|
|
Exhale Santa Monica
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XVIII, L.L.C.
|
|
Exhale Midtown Atlanta
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XIX, L.L.C.
|
|
Exhale Battery Wharf
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XX, L.L.C.
|
|
Exhale Stamford - Harbor Point
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XXI, L.L.C.
|
|
Exhale Atlantic City
|
|
|
|
SUBSIDIARY
:
EXHALE ENTERPRISES XXIV, L.L.C.
|
|
Exhale Dallas Fort Worth Airport
|
|
|
|
SUBSIDIARY
:
EXHALE ENTERPRISES XXV, L.L.C.
|
|
Exhale Flatiron
|
|
|
|
SUBSIDIARY
:
EXHALE ENTERPRISES XXVI, L.L.C.
|
|
Exhale South Beach
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XXVIII, L.L.C.
|
|
Exhale Bal Harbour
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XXXI, L.L.C.
|
|
Exhale Bermuda
|
|
|
|
SUBSIDIARY: EXHALE ENTERPRISES XXXII, L.L.C.
|
|
Exhale Miami Int'l Airport
|
|
|
|
SUBSIDIARY: HIHCL AMSTERDAM B.V.
|
|
Andaz Amsterdam Prinsengracht
|
|
|
|
SUBSIDIARY: HIHCL HP AMSTERDAM AIRPORT B.V.
|
|
Hyatt Place Amsterdam Airport
|
|
|
|
SUBSIDIARY: GRAND HYATT BERLIN GMBH
|
|
Grand Hyatt Berlin
|
|
|
|
SUBSIDIARY: HYATT DO BRASIL PARTICIPAÇÕES LTDA.
|
|
Grand Hyatt Rio de Janeiro
|
|
Hyatt Place São José do Rio Preto
|
|
Hyatt Place Macaé
|
|
|
|
SUBSIDIARY: HYATT CORPORATION
|
|
|
Hyatt Regency Phoenix
|
|
Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch
|
|
Park Hyatt Aviara Resort, Golf Club & Spa
|
|
Andaz Scottsdale Resort & Bungalows
|
|
Royal Palms Resort and Spa
|
|
Hyatt Regency Indian Wells Resort & Spa
|
|
Hyatt Regency Huntington Beach Resort and Spa
|
|
Hyatt Regency La Jolla at Aventine
|
|
Hyatt Centric The Pike Long Beach
|
|
Hyatt Regency Long Beach
|
|
Hyatt Regency Mission Bay Spa and Marina
|
|
Andaz Napa
|
|
Hyatt Regency Orange County
|
|
Hyatt Regency Sacramento
|
|
Andaz San Diego
|
|
Manchester Grand Hyatt San Diego
|
|
Grand Hyatt San Francisco
|
|
Hyatt Regency San Francisco
|
|
Hyatt Regency San Francisco Airport
|
|
Hyatt Regency Santa Clara
|
|
Andaz West Hollywood
|
|
Hyatt Place Glendale / Los Angeles
|
|
Park Hyatt Beaver Creek Resort and Spa
|
|
Grand Hyatt Denver
|
|
Hyatt Regency Denver at Colorado Convention Center
|
|
Hyatt Regency Greenwich
|
|
Grand Hyatt Washington
|
|
Hyatt Regency Washington on Capitol Hill
|
|
Park Hyatt Washington D.C.
|
|
Hyatt Regency Coconut Point Resort and Spa
|
|
Hyatt Regency Coral Gables
|
|
Hyatt Regency Clearwater Beach Resort and Spa
|
|
Hyatt Regency Grand Cypress
|
|
Hyatt Regency Jacksonville Riverfront
|
|
Hyatt Centric Key West Resort & Spa
|
|
Hyatt Regency Miami
|
|
Hyatt Regency Orlando International Airport
|
|
Grand Hyatt Tampa Bay
|
|
The Confidante Miami Beach
|
|
Grand Hyatt Atlanta in Buckhead
|
|
Hyatt Centric Midtown Atlanta
|
|
Hyatt Regency Atlanta
|
|
Andaz Savannah
|
|
Hyatt Regency Savannah
|
|
Grand Hyatt Kauai Resort & Spa
|
|
Hyatt Regency Maui Resort and Spa
|
|
Hyatt Centric Waikiki Beach
|
|
Hyatt Regency Waikiki Beach Resort and Spa
|
|
Andaz Maui at Wailea Resort
|
|
Hyatt Regency Chicago
|
|
Park Hyatt Chicago
|
|
The Hyatt Lodge at McDonald’s Campus
|
|
Hyatt Regency McCormick Place
|
|
Hyatt Regency O’Hare Chicago
|
|
Hyatt Regency New Orleans
|
|
Hyatt Regency Chesapeake Bay Golf Resort, Spa and Marina
|
|
Hyatt Regency Boston
|
|
Hyatt Regency Cambridge, Overlooking Boston
|
|
Hyatt Regency Boston Harbor
|
|
Hyatt Regency Minneapolis
|
|
Hyatt Regency St. Louis at The Arch
|
|
Hyatt Regency Lake Tahoe Resort, Spa and Casino
|
|
Hyatt Regency Jersey City on the Hudson
|
|
Hyatt Regency Morristown
|
|
Hyatt Regency New Brunswick
|
|
Hyatt Regency Tamaya Resort and Spa
|
|
Andaz 5th Avenue
|
|
Hyatt Regency Buffalo/Hotel and Conference Center
|
|
Grand Hyatt New York
|
|
Hyatt Centric Times Square New York
|
|
Andaz Wall Street
|
|
Park Hyatt New York
|
|
Hyatt Regency Cleveland at The Arcade
|
|
Hyatt Regency Columbus
|
|
The Bellevue Hotel
|
|
Hyatt Regency Austin
|
|
Hyatt Regency Dallas
|
|
Grand Hyatt DFW
|
|
Hyatt Regency DFW International Airport
|
|
Hyatt Regency Hill Country Resort and Spa
|
|
The Driskill
|
|
Hyatt Regency Houston
|
|
Hyatt Regency Lost Pines Resort and Spa
|
|
Grand Hyatt San Antonio
|
|
Hyatt Regency San Antonio Riverwalk
|
|
Hyatt Centric The Woodlands
|
|
Hyatt Centric Park City
|
|
Hyatt Regency Crystal City at Reagan National Airport
|
|
Hyatt Regency Reston
|
|
Hyatt Regency Tysons Corner Center
|
|
Hyatt Regency Bellevue on Seattle’s Eastside
|
|
Hyatt at Olive 8
|
|
Grand Hyatt Seattle
|
|
Hyatt Regency Lake Washington at Seattle's Southport
|
|
Hyatt Regency Seattle
|
|
Hyatt Regency Green Bay
|
|
Hyatt Regency Orlando
|
|
|
SUBSIDIARY: HYATT HOTELS CORPORATION OF MARYLAND
|
Names under which such subsidiary does business:
|
|
Hyatt Regency Baltimore Inner Harbor
|
|
|
SUBSIDIARY: HYATT MAINZ GMBH
|
Names under which such subsidiary does business:
|
|
Hyatt Regency Mainz
|
|
|
SUBSIDIARY: HYATT REGENCY COLOGNE GMBH
|
Names under which such subsidiary does business:
|
|
Hyatt Regency Cologne
|
|
|
SUBSIDIARY: JOIE de VIVRE HOSPITALITY, LLC
|
Names under which such subsidiary does business:
|
|
Chicago Athletic Association
|
|
|
SUBSIDIARY: JOINT VENTURE ITALKYR CLOSED JOINT STOCK COMPANY
|
Names under which such subsidiary does business:
|
|
Hyatt Regency Bishkek
|
|
|
SUBSIDIARY: MIRAVAL RESORT ARIZONA, LLC
|
Names under which such subsidiary does business:
|
|
Miraval Arizona Resort and Spa
|
|
|
SUBSIDIARY: MRG CRW HOLDINGS, LLC
|
Names under which such subsidiary does business:
|
|
Cranwell Spa and Golf Resort
|
|
|
SUBSIDIARY: MRG ATX HOLDINGS, LLC
|
Names under which such subsidiary does business:
|
|
Miraval Austin Resort and Spa
|
|
|
SUBSIDIARY: PARK HYATT HOTEL GMBH
|
Names under which such subsidiary does business:
|
|
Park Hyatt Zurich
|
|
|
SUBSIDIARY: ROUTE 46 MANAGEMENT ASSOCIATES CORP.
|
Names under which such subsidiary does business:
|
|
Hyatt Place Atlanta Airport-South
|
|
Hyatt Place Atlanta/Cobb Galleria
|
|
Hyatt Place Atlanta/Duluth/Gwinnett Mall
|
|
Hyatt Place Austin-North Central
|
|
Hyatt Place Chantilly/Dulles Airport-South
|
|
Hyatt Place Charlotte Airport/Lake Pointe
|
|
Hyatt Place Colorado Springs/Garden of the Gods
|
|
Hyatt Place Columbus/Dublin
|
|
Hyatt Place Dallas-North/by the Galleria
|
|
Hyatt Place Detroit/Utica
|
|
Hyatt Place El Paso Airport
|
|
Hyatt Place Fort Wayne
|
|
Hyatt Place Indianapolis Airport
|
|
Hyatt Place Kansas City Airport
|
|
Hyatt Place Kansas City/Overland Park/Convention Center
|
|
Hyatt Place Mt. Laurel
|
|
Hyatt Place Orlando Airport
|
|
Hyatt Place San Antonio/Riverwalk
|
|
Hyatt Place Sterling/Dulles Airport-North
|
|
Hyatt Place Tempe/Phoenix Airport
|
|
Hyatt Place Tucson Airport
|
|
|
SUBSIDIARY: SASIH
|
Names under which such subsidiary does business:
|
|
Park Hyatt Paris - Vendôme
|
|
|
SUBSIDIARY: SEOUL MIRAMAR CORPORATION
|
Names under which such subsidiary does business:
|
|
Grand Hyatt Seoul
|
|
|
SUBSIDIARY: SELECT HOTELS GROUP, L.L.C.
|
Names under which such subsidiary does business:
|
|
Hyatt Place Scottsdale/Old Town
|
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Hyatt House Cypress/Anaheim
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Hyatt House Emeryville/San Francisco Bay Area
|
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Hyatt Place Fremont/Silicon Valley
|
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Hyatt House Irvine/John Wayne Airport
|
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Hyatt House San Diego/Sorrento Mesa
|
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Hyatt House San Jose/Silicon Valley
|
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Hyatt House San Ramon
|
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Hyatt House Santa Clara
|
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Hyatt Regency Newport Beach
|
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Hyatt Place Orlando/Convention Center
|
|
Hyatt Place across from Universal Orlando Resort™
|
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Hyatt House across from Universal Orlando Resort™
|
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Hyatt Place Atlanta/Buckhead
|
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Hyatt House New Orleans/Downtown
|
|
Hyatt Place Minneapolis/Downtown
|
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Hyatt House Charlotte/Center City
|
|
Hyatt House Portland/Downtown
|
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Hyatt House San Juan
|
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Hyatt Place San Juan/Bayamón
|
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Hyatt Place San Juan/City Center
|
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Hyatt Place Manatí
|
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Hyatt Place Nashville/Hendersonville
|
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Hyatt House Nashville at Vanderbilt
|
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Hyatt Place Dallas/Arlington
|
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Hyatt Place DFW
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Hyatt Place Madison/Downtown
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|
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SUBSIDIARY: THE GREAT EASTERN HOTEL COMPANY LIMITED
|
Names under which such subsidiary does business:
|
|
Andaz London Liverpool Street
|
|
|
SUBSIDIARY: JOIE de VIVRE HOSPITALITY, LLC
|
Names under which such subsidiary does business:
|
|
Hotel Revival
|
|
|
SUBSIDIARY: TR BIG SUR MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Ventana Big Sur an Alila Resort
|
|
|
SUBSIDIARY: JOIE de VIVRE HOSPITALITY, LLC
|
Names under which such subsidiary does business:
|
|
Hotel 50 Bowery
|
|
|
SUBSIDIARY: TR CAMINO MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Hotel Avante
|
|
|
SUBSIDIARY: TR LAKESHORE MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
The Landing Lake Tahoe Resort & Spa
|
|
|
SUBSIDIARY
:
THOMPSON HOTELS, LLC
|
Names under which such subsidiary does business:
|
|
Thompson Nashville
|
|
|
SUBSIDIARY: TR NEW YORK MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
The Beekman, a Thompson Hotel
|
|
|
SUBSIDIARY: TR OAKLAND MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Waterfront Hotel
|
|
|
SUBSIDIARY: TR PARK SOUTH MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Park South Hotel
|
|
|
SUBSIDIARY: TR POST MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Hotel Kabuki
|
|
|
SUBSIDIARY: TR PRESIDIO MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
The Laurel Inn
|
|
|
SUBSIDIARY: TR SANTA CLARA MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Avatar Hotel
|
|
|
SUBSIDIARY: TR SEATTLE MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Thompson Seattle
|
|
|
SUBSIDIARY: TR SEDONA MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
L'Auberge De Sedona
|
|
Orchards Inn
|
|
|
SUBSIDIARY: TR SUNNYVALE MANAGEMENT LLC
|
Names under which such subsidiary does business:
|
|
Wild Palms Hotel
|
|
|
SUBSIDIARY: TR EXCELSIOR MANAEMENT LLC
|
Names under which such subsidiary does business:
|
|
The Elms Hotel & Spa
|
|
|
SUBSIDIARY: WALL STREET MANAGER, LLC
|
Names under which such subsidiary does business:
|
|
Gild Hall, a Thompson Hotel
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyatt Hotels Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
Date: February 14, 2019
|
/s/ Mark S. Hoplamazian
|
|
Mark S. Hoplamazian
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Hyatt Hotels Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
Date: February 14, 2019
|
/s/ Joan Bottarini
|
|
Joan Bottarini
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Mark S. Hoplamazian
|
|
Name:
|
Mark S. Hoplamazian
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Joan Bottarini
|
|
Name:
|
Joan Bottarini
|
Title:
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
TRUSTEES:
|
/s/ Thomas J. Pritzker
|
Thomas J. Pritzker
|
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
|
/s/ Karl J. Breyer
|
Karl J. Breyer
|
|
ADULT BENEFICIARIES:
|
/s/ Nicholas J. Pritzker
|
Nicholas J. Pritzker
|
|
/s/ Thomas J. Pritzker
|
Thomas J. Pritzker
|
|
/s/ James N. Pritzker
|
James N. Pritzker
|
|
/s/ John A. Pritzker
|
John A. Pritzker
|
|
/s/ Linda Pritzker
|
Linda Pritzker
|
|
/s/ Karen L. Pritzker
|
Karen L. Pritzker
|
|
/s/ Penny Pritzker
|
Penny Pritzker
|
/s/ Anthony N. Pritzker
|
Anthony N. Pritzker
|
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
|
/s/ Jay Robert Pritzker
|
Jay Robert Pritzker
|
|
/s/ Joseph B. Pritzker
|
Joseph B. Pritzker
|
|
/s/ Regan Pritzker
|
Regan Pritzker
|
|
/s/ Rachel Pritzker Hunter
|
Rachel Pritzker Hunter
|
|
/s/ Roland Bacon Pritzker
|
Roland Bacon Pritzker
|
|
/s/ Jason N. Pritzker
|
Jason N. Pritzker
|
|
/s/ Benjamin T. Pritzker
|
Benjamin T. Pritzker
|
|
/s/ Rosemary Pritzker
|
Rosemary Pritzker
|
|
/s/ Tal Hava Pritzker
|
Tal Hava Pritzker
|
|
/s/ Jacob N. Pritzker
|
Jacob N. Pritzker
|
|
/s/ David T. Pritzker
|
David T. Pritzker
|
/s/ Allison Pritzker Schwartz
|
Allison Pritzker Schwartz
|
|
/s/ Adam Pritzker
|
Adam Pritzker
|
|
/s/ Isaac Pritzker
|
Isaac Pritzker
|
|
/s/ Noah Pritzker
|
Noah Pritzker
|
|
/s/ Dana Jean Pritzker Schwartz
|
Dana Jean Pritzker Schwartz
|
|
/s/ Donald Pritzker Traubert
|
Donald Pritzker Traubert
|
A.N.P. TRUST # 1
|
A.N.P. TRUST # 2
|
A.N.P. TRUST # 3
|
A.N.P. TRUST # 4-DANIEL
|
A.N.P. TRUST # 4-JOHN
|
A.N.P. TRUST # 5-DANIEL
|
A.N.P. TRUST # 5-JEAN
|
A.N.P. TRUST # 6
|
A.N.P. TRUST # 7A
|
A.N.P. TRUST # 7B
|
A.N.P. TRUST # 7C
|
A.N.P. TRUST # 7D
|
A.N.P. TRUST # 8
|
A.N.P. TRUST # 9
|
A.N.P. TRUST #10
|
A.N.P. TRUST #11
|
A.N.P. TRUST #12
|
A.N.P. TRUST #13A
|
A.N.P. TRUST #13B
|
A.N.P. TRUST #13C
|
A.N.P. TRUST #13D
|
A.N.P. TRUST #14
|
A.N.P. TRUST #15
|
A.N.P. TRUST #16
|
A.N.P. TRUST #17
|
A.N.P. TRUST #18-JOHN
|
A.N.P. TRUST #18-THOMAS
|
A.N.P. TRUST #19
|
A.N.P. TRUST #20
|
A.N.P. TRUST #21
|
A.N.P. TRUST #22-JAMES
|
A.N.P. TRUST #22-LINDA
|
A.N.P. TRUST #23-KAREN
|
A.N.P. TRUST #23-LINDA
|
A.N.P. TRUST #24-JAMES
|
A.N.P. TRUST #24-KAREN
|
A.N.P. TRUST #25
|
A.N.P. TRUST #26
|
A.N.P. TRUST #27
|
A.N.P. TRUST #28-JAMES
|
A.N.P. TRUST #28-LINDA
|
A.N.P. TRUST #29-KAREN
|
A.N.P. TRUST #29-LINDA
|
A.N.P. TRUST #30-JAMES
|
A.N.P. TRUST #30-KAREN
|
A.N.P. TRUST #31
|
A.N.P. TRUST #32
|
A.N.P. TRUST #33
|
A.N.P. TRUST #34-ANTHONY
|
A.N.P. TRUST #34-PENNY
|
A.N.P. TRUST #35-ANTHONY
|
A.N.P. TRUST #35-JAY ROBERT
|
A.N.P. TRUST #36-JAY ROBERT
|
A.N.P. TRUST #36-PENNY
|
A.N.P. TRUST #37
|
A.N.P. TRUST #38
|
A.N.P. TRUST #39
|
A.N.P. TRUST #40-ANTHONY
|
A.N.P. TRUST #40-PENNY
|
A.N.P. TRUST #41-ANTHONY
|
A.N.P. TRUST #41-JAY ROBERT
|
A.N.P. TRUST #42-JAY ROBERT
|
A.N.P. TRUST #42-PENNY
|
AMARILLO RESIDUARY TRUST # 1
|
AMARILLO RESIDUARY TRUST # 2
|
AMARILLO RESIDUARY TRUST # 3
|
AMARILLO RESIDUARY TRUST # 4
|
AMARILLO RESIDUARY TRUST # 5
|
AMARILLO RESIDUARY TRUST # 6
|
AMARILLO RESIDUARY TRUST # 7
|
AMARILLO RESIDUARY TRUST # 8
|
AMARILLO RESIDUARY TRUST # 9
|
AMARILLO RESIDUARY TRUST #10
|
DNP RESIDUARY TRUST #1
|
DNP RESIDUARY TRUST #2
|
DNP RESIDUARY TRUST #3
|
DNP RESIDUARY TRUST #4
|
DNP RESIDUARY TRUST #5
|
DNP RESIDUARY TRUST #6
|
DNP RESIDUARY TRUST #7
|
DNP RESIDUARY TRUST #8
|
DNP RESIDUARY TRUST #9
|
DON G.C. TRUST #1
|
DON G.C. TRUST #2
|
DON G.C. TRUST #3
|
DON G.C. TRUST #4
|
DON G.C. TRUST #5
|
DON G.C. TRUST #6
|
DON G.C. TRUST #7
|
DON G.C. TRUST #8
|
DON G.C. TRUST #9
|
DON G.C. TRUST #10
|
DON TRUST NO. 25
|
ECI FAMILY TRUST #1
|
ECI FAMILY TRUST #2
|
ECI FAMILY TRUST #3
|
ECI FAMILY TRUST #4
|
ECI FAMILY TRUST #5
|
ECI FAMILY TRUST #6
|
ECI QSST TRUST #1
|
ECI QSST TRUST #2
|
ECI QSST TRUST #3
|
ECI QSST TRUST #4
|
ECI QSST TRUST #5
|
ECI QSST TRUST #6
|
F. L. P. RESIDUARY TRUST # 1
|
F. L. P. RESIDUARY TRUST # 5
|
F. L. P. RESIDUARY TRUST # 6
|
F. L. P. RESIDUARY TRUST # 9
|
F. L. P. RESIDUARY TRUST #11
|
F. L. P. RESIDUARY TRUST #12
|
F. L. P. RESIDUARY TRUST #13
|
F. L. P. RESIDUARY TRUST #14
|
F. L. P. RESIDUARY TRUST #15
|
F. L. P. RESIDUARY TRUST #16
|
F. L. P. RESIDUARY TRUST #17
|
F. L. P. RESIDUARY TRUST #18
|
F. L. P. RESIDUARY TRUST #19
|
F. L. P. RESIDUARY TRUST #20
|
F. L. P. RESIDUARY TRUST #21
|
F. L. P. RESIDUARY TRUST #22
|
F. L. P. RESIDUARY TRUST #23
|
F. L. P. RESIDUARY TRUST #24
|
F. L. P. RESIDUARY TRUST #25
|
F. L. P. RESIDUARY TRUST #26
|
F. L. P. RESIDUARY TRUST #27
|
F. L. P. RESIDUARY TRUST #28
|
F. L. P. RESIDUARY TRUST #29
|
F. L. P. RESIDUARY TRUST #30
|
F. L. P. RESIDUARY TRUST #31
|
F. L. P. RESIDUARY TRUST #32
|
F. L. P. RESIDUARY TRUST #33
|
F. L. P. RESIDUARY TRUST #34
|
F. L. P. RESIDUARY TRUST #35
|
F. L. P. RESIDUARY TRUST #36
|
F. L. P. RESIDUARY TRUST #37
|
F. L. P. RESIDUARY TRUST #38
|
F. L. P. RESIDUARY TRUST #39
|
F. L. P. RESIDUARY TRUST #40
|
F. L. P. RESIDUARY TRUST #41
|
F. L. P. RESIDUARY TRUST #42
|
F. L. P. RESIDUARY TRUST #43
|
F. L. P. RESIDUARY TRUST #44
|
F. L. P. RESIDUARY TRUST #45
|
F. L. P. RESIDUARY TRUST #46
|
F. L. P. RESIDUARY TRUST #47
|
F. L. P. RESIDUARY TRUST #48
|
F. L. P. RESIDUARY TRUST #49
|
F. L. P. RESIDUARY TRUST #50
|
F. L. P. RESIDUARY TRUST #51
|
F. L. P. RESIDUARY TRUST #52
|
F. L. P. RESIDUARY TRUST #53
|
F. L. P. RESIDUARY TRUST #54
|
F. L. P. RESIDUARY TRUST #55
|
F. L. P. RESIDUARY TRUST #56
|
F. L. P. TRUST NO. 10
|
F. L. P. TRUST NO. 11
|
F. L. P. TRUST NO. 12
|
F. L. P. TRUST NO. 13
|
F. L. P. TRUST NO. 14
|
F. L. P. TRUST NO. 15
|
F. L. P. TRUST NO. 16
|
F. L. P. TRUST NO. 17
|
F. L. P. TRUST NO. 19
|
F. L. P. TRUST NO. 20
|
F. L. P. TRUST NO. 21
|
LA SALLE G.C. TRUST #2
|
LA SALLE G.C. TRUST #3
|
LA SALLE G.C. TRUST #4
|
LA SALLE G.C. TRUST #5
|
LA SALLE G.C. TRUST #6
|
LA SALLE G.C. TRUST #7
|
LA SALLE G.C. TRUST #8
|
LA SALLE G.C. TRUST #9
|
LA SALLE G.C. TRUST #10
|
LA SALLE G.C. TRUST #11
|
LA SALLE TRUST #13
|
LA SALLE TRUST #14
|
LA SALLE TRUST #15
|
LA SALLE TRUST #17
|
LA SALLE TRUST #18
|
LA SALLE TRUST #19
|
LA SALLE TRUST #27
|
LA SALLE TRUST #41
|
LA SALLE TRUST #42
|
LA SALLE TRUST #43
|
LA SALLE TRUST #44
|
LA SALLE TRUST #45
|
LA SALLE TRUST #46
|
LA SALLE TRUST #47
|
LA SALLE TRUST #48
|
LA SALLE TRUST #49
|
LA SALLE TRUST #50
|
LA SALLE TRUST #51
|
LA SALLE TRUST #52
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LA SALLE TRUST #53
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LA SALLE TRUST #54
|
LA SALLE TRUST #55
|
LA SALLE TRUST #56
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LA SALLE TRUST #57
|
LA SALLE TRUST #58
|
LA SALLE TRUST #59
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LA SALLE TRUST #60
|
LA SALLE TRUST #61
|
LA SALLE TRUST # 62
|
LA SALLE TRUST NO. 63
|
LA SALLE TRUST NO. 64
|
N.F.P. QSST TRUST NO. 21
|
BANDON TRUST-OREGON # 1
|
BARVIEW TRUST-OREGON # 2
|
BROWNSVILLE TRUST-OREGON # 3
|
CARLTON TRUST-OREGON # 4
|
CLAKAMAS TRUST-OREGON # 5
|
CLATSKANIE TRUST-OREGON # 6
|
CRESWELL TRUST-OREGON # 7
|
DRAIN TRUST-OREGON # 8
|
EASTSIDE TRUST-OREGON # 9
|
ELGIN TRUST-OREGON # 10
|
ENTERPRISE TRUST-OREGON # 11
|
ESTACADA TRUST-OREGON # 12
|
FAIRVIEW TRUST-OREGON # 13
|
GARIBALDI TRUST-OREGON # 14
|
GREEN TRUST-OREGON # 15
|
HARRISBURG TRUST-OREGON # 16
|
FOSSIL TRUST-OREGON # 17
|
GARDINER TRUST-OREGON # 18
|
GEARHART TRUST-OREGON # 19
|
GERVAIS TRUST-OREGON # 20
|
GILCHRIST TRUST-OREGON # 21
|
GLENDALE TRUST-OREGON # 22
|
GLENMORRIE TRUST-OREGON # 23
|
GLIDE TRUST-OREGON # 24
|
HARBOR TRUST-OREGON # 25
|
HUBBARD TRUST-OREGON # 26
|
HUNTINGTON TRUST-OREGON # 27
|
JOSEPH TRUST-OREGON # 28
|
KINZUA TRUST-OREGON # 29
|
LAFAYETTE TRUST-OREGON # 30
|
LEWISBURG TRUST-OREGON # 31
|
LOWELL TRUST-OREGON # 32
|
AMITY TRUST-OREGON # 33
|
APPLEGATE TRUST-OREGON # 34
|
ATHENA TRUST-OREGON # 35
|
AUMSVILLE TRUST-OREGON # 36
|
BELLEVIEW TRUST-OREGON # 37
|
BLY TRUST-OREGON # 38
|
CANYONVILLE TRUST-OREGON # 39
|
CHARLESTON TRUST-OREGON # 40
|
CHILOQUIN TRUST-OREGON # 41
|
COBURG TRUST-OREGON # 42
|
CONDON TRUST-OREGON # 43
|
DAYTON TRUST-OREGON # 44
|
DILLARD TRUST-OREGON # 45
|
DUNDEE TRUST-OREGON # 46
|
DUNES TRUST-OREGON # 47
|
ELMIRA TRUST-OREGON # 48
|
CANYON TRUST-OREGON # 49
|
BEECH TRUST-OREGON # 50
|
BATTLE TRUST-OREGON # 51
|
BLUE TRUST-OREGON # 52
|
SEBASTIAN TRUST-OREGON # 53
|
CAMAS TRUST-OREGON # 54
|
LOW TRUST-OREGON # 55
|
ALSEA TRUST-OREGON # 56
|
BROGAN TRUST-OREGON # 57
|
BURNT TRUST-OREGON # 58
|
HAYES TRUST-OREGON # 59
|
PARKER TRUST-OREGON # 60
|
GRASS TRUST-OREGON # 61
|
NECANIUM TRUST-OREGON # 62
|
SISKIYOU TRUST-OREGON # 63
|
WILLAMETTE TRUST-OREGON # 64
|
BEAVERTON TRUST-OREGON # 65
|
CORVALLIS TRUST-OREGON # 66
|
EUGENE TRUST-OREGON # 67
|
MEDFORD TRUST-OREGON # 68
|
PARKROSE TRUST-OREGON # 69
|
PORTLAND TRUST-OREGON # 70
|
SALEM TRUST-OREGON # 71
|
SPRINGFIELD TRUST-OREGON # 72
|
ALBANY TRUST-OREGON # 73
|
ALTAMONT TRUST-OREGON # 74
|
BEND TRUST-OREGON # 75
|
GRESHAM TRUST-OREGON # 76
|
HILLSBORO TRUST-OREGON # 77
|
KEIZER TRUST-OREGON # 78
|
MILWAUKIE TRUST-OREGON # 79
|
PENDLETON TRUST-OREGON # 80
|
DALLAS TRUST-OREGON # 81
|
GLADESTONE TRUST-OREGON # 82
|
HAYESVILLE TRUST-OREGON # 83
|
LEBANON TRUST-OREGON # 84
|
NEWBERG TRUST-OREGON # 85
|
POWELLHURST TRUST-OREGON # 86
|
ROCKWOOD TRUST-OREGON # 87
|
WOODBURN TRUST-OREGON # 88
|
ANTELOPE TRUST-OREGON # 89
|
DREWSEY TRUST-OREGON # 90
|
GRANITE TRUST-OREGON # 91
|
GREENHORN TRUST-OREGON # 92
|
HARDMAN TRUST-OREGON # 93
|
JUNTURA TRUST-OREGON # 94
|
LONEROCK TRUST-OREGON # 95
|
SHANIKO TRUST-OREGON # 96
|
ARAGO TRUST-OREGON # 97
|
BAYSHORE TRUST-OREGON # 98
|
BEATTY TRUST-OREGON # 99
|
BIRKENFELD TRUST-OREGON #100
|
BLODGETT TRUST-OREGON #101
|
BROADBENT TRUST-OREGON #102
|
BURLINGTON TRUST-OREGON #103
|
CHESHIRE TRUST-OREGON #104
|
COOSTON TRUST-OREGON #105
|
DODSON TRUST-OREGON #106
|
DREW TRUST-OREGON #107
|
DURKEE TRUST-OREGON #108
|
ENGLEWOOD TRUST-OREGON #109
|
FIRWOOD TRUST-OREGON #110
|
HARPER TRUST-OREGON #111
|
JAMIESON TRUST-OREGON #112
|
ALOHA TRUST-OREGON #113
|
BATTIN TRUST-OREGON #114
|
BROOKINGS TRUST-OREGON #115
|
BURNS TRUST-OREGON #116
|
CANBY TRUST-OREGON #117
|
COQUILLE TRUST-OREGON #118
|
GILBERT TRUST-OREGON #119
|
GLENDOVEER TRUST-OREGON #120
|
HAZELWOOD TRUST-OREGON #121
|
HERMISTON TRUST-OREGON #122
|
KENDALL TRUST-OREGON #123
|
METZGER TRUST-OREGON #124
|
MONMOUTH TRUST-OREGON #125
|
NEWPORT TRUST-OREGON #126
|
OAKRIDGE TRUST-OREGON #127
|
ONTARIO TRUST-OREGON #128
|
BAKER TRUST-OREGON #129
|
BENTON TRUST-OREGON #130
|
CURRY TRUST-OREGON #131
|
DOUGLAS TRUST-OREGON #132
|
GRANT TRUST-OREGON #133
|
LAKE TRUST-OREGON #134
|
MARION TRUST-OREGON #135
|
POLK TRUST-OREGON #136
|
COLUMBIA TRUST-OREGON #137
|
GILLIAM TRUST-OREGON #138
|
CLERK TRUST-OREGON #139
|
JACKSON TRUST-OREGON #140
|
JEFFERSON TRUST-OREGON #141
|
KLAMATH TRUST-OREGON #142
|
LINN TRUST-OREGON #143
|
MORROW TRUST-OREGON #144
|
CLATSOP TRUST-OREGON #145
|
COOS TRUST-OREGON #146
|
JOSEPHINE TRUST-OREGON #147
|
LANE TRUST-OREGON #148
|
MALHEUR TRUST-OREGON #149
|
SHERMAN TRUST-OREGON #150
|
UNION TRUST-OREGON #151
|
WASCO TRUST-OREGON #152
|
CRESCENT TRUST-OREGON #153
|
SUMMIT TRUST-OREGON #154
|
MILLER TRUST-OREGON #155
|
DAVIS TRUST-OREGON #156
|
OWYHEE TRUST-OREGON #157
|
COW TRUST-OREGON #158
|
MAGONE TRUST-OREGON #159
|
OSWEGO TRUST-OREGON #160
|
RIDER TRUST-OREGON #161
|
WALLOWA TRUST-OREGON #162
|
HARNEY TRUST-OREGON #163
|
YOUNG TRUST-OREGON #164
|
CRATER TRUST-OREGON #165
|
SUMMER TRUST-OREGON #166
|
ABERT TRUST-OREGON #167
|
ALKALI TRUST-OREGON #168
|
ADAMS TRUST-OREGON #169
|
ADRIAN TRUST-OREGON #170
|
ALVADORE TRUST-OREGON #171
|
AZALEA TRUST-OREGON #172
|
BALLSTON TRUST-OREGON #173
|
BARLOW TRUST-OREGON #174
|
BEAVER TRUST-OREGON #175
|
BECK TRUST-OREGON #176
|
BONNEVILLE TRUST-OREGON #177
|
BORING TRUST-OREGON #178
|
BRICKERVILLE TRUST-OREGON #179
|
BRIDGE TRUST-OREGON #180
|
BRIGHTWOOD TRUST-OREGON #181
|
OPHELIA TRUST-OREGON #182
|
BUXTON TRUST-OREGON #183
|
CARVER TRUST-OREGON #184
|
ASTORIA TRUST-OREGON #185
|
PRINEVILLE TRUST-OREGON #186
|
ROSEBURG TRUST-OREGON #187
|
LAKEVIEW TRUST-OREGON #188
|
VALE TRUST-OREGON #189
|
HEPPNER TRUST-OREGON #190
|
MORO TRUST-OREGON #191
|
TILLAMOOK TRUST-OREGON #192
|
IDANHA TRUST-OREGON #193
|
IDAVILLE TRUST-OREGON #194
|
IMBLER TRUST-OREGON #195
|
INDEPENDENCE TRUST-OREGON #196
|
INTERLACHEN TRUST-OREGON #197
|
IONE TRUST-OREGON #198
|
IRRIGON TRUST-OREGON #199
|
IRVING TRUST-OREGON #200
|
OAKLAND TRUST-OREGON #201
|
OCEANSIDE TRUST-OREGON #202
|
ODELL TRUST-OREGON #203
|
OLNEY TRUST-OREGON #204
|
OPHIR TRUST-OREGON #205
|
ORENCO TRUST-OREGON #206
|
ORIENT TRUST-OREGON #207
|
OXBOW TRUST-OREGON #208
|
P. G. - DANIEL TRUST
|
P. G. - DON #3 TRUST
|
P. G. - JEAN TRUST
|
P. G. - JIM TRUST
|
P. G. - JOHNNY TRUST
|
P. G. - KAREN TRUST
|
P. G. - LINDA TRUST
|
P. G. - NICHOLAS TRUST
|
P. G. - PENNY TRUST
|
P. G. - TOM TRUST
|
P. G. - TONY TRUST
|
P.P.C. TRUST #2- GIGI
|
P.P.C. TRUST #2- TOM
|
P.P.C. TRUST #3- JAY ROBERT
|
P.P.C. TRUST #3- LINDA
|
P.P.C. TRUST #4- ANTHONY
|
P.P.C. TRUST #4- JAY ROBERT
|
P.P.C. TRUST #4- JIM
|
P.P.C. TRUST #5- ANTHONY
|
P.P.C. TRUST #5- KAREN
|
P.P.C. TRUST #6- ANTHONY
|
P.P.C. TRUST #6- DANIEL
|
P.P.C. TRUST #6- GIGI
|
P.P.C. TRUST #6- PENNY
|
P.P.C. TRUST #7- JOHN
|
P.P.C. TRUST #7- PENNY
|
R. A. TRUST NO. 25
|
R.A. G.C. TRUST #1
|
R.A. G.C. TRUST #2
|
R.A. G.C. TRUST #3
|
R.A. G.C. TRUST #4
|
R.A. G.C. TRUST #5
|
R.A. G.C. TRUST #6
|
R.A. G.C. TRUST #7
|
R.A. G.C. TRUST #8
|
R.A. G.C. TRUST #9
|
R.A. G.C. TRUST #10
|
RAINER TRUST-WASHINGTON # 1
|
SLIDE TRUST-WASHINGTON # 2
|
CRYSTAL TRUST-WASHINGTON # 3
|
ELLIS TRUST-WASHINGTON # 4
|
OLYMPUS TRUST-WASHINGTON # 5
|
CARRIE TRUST-WASHINGTON # 6
|
ELK TRUST-WASHINGTON # 7
|
CONSTANCE TRUST-WASHINGTON # 8
|
HENDERSON TRUST-WASHINGTON # 9
|
ANDERSON TRUST-WASHINGTON # 10
|
TWIN TRUST-WASHINGTON # 11
|
HAYSTACK TRUST-WASHINGTON # 12
|
PILCHUCK TRUST-WASHINGTON # 13
|
INDEX TRUST-WASHINGTON # 14
|
BEARHEAD TRUST-WASHINGTON # 15
|
STRAWBERRY TRUST-WASHINGTON # 16
|
SIMCOE TRUST-WASHINGTON # 17
|
CLIFTY TRUST-WASHINGTON # 18
|
CASHMERE TRUST-WASHINGTON # 19
|
CLARK TRUST-WASHINGTON # 20
|
BONANZA TRUST-WASHINGTON # 21
|
GOODE TRUST-WASHINGTON # 22
|
LOGAN TRUST-WASHINGTON # 23
|
JACK TRUST-WASHINGTON # 24
|
OKANOGAN TRUST-WASHINGTON # 25
|
COLVILLE TRUST-WASHINGTON # 26
|
KANIKSU TRUST-WASHINGTON # 27
|
UMATILLA TRUST-WASHINGTON # 28
|
PINCHOT TRUST-WASHINGTON # 29
|
GIFFORD TRUST-WASHINGTON # 30
|
LATHROP TRUST-WASHINGTON # 31
|
ROSS TRUST-WASHINGTON # 32
|
OLYMPIC TRUST-WASHINGTON # 33
|
BREMERTON TRUST-WASHINGTON # 34
|
VANCOUVER TRUST-WASHINGTON # 35
|
DARRINGTON TRUST-WASHINGTON # 36
|
KEECHELUS TRUST-WASHINGTON # 37
|
FEDERATION TRUST-WASHINGTON # 38
|
HANFORD TRUST-WASHINGTON # 39
|
PAULS TRUST-WASHINGTON # 40
|
BUTTE TRUST-WASHINGTON # 41
|
STEPTOE TRUST-WASHINGTON # 42
|
FAIRCHILD TRUST-WASHINGTON # 43
|
COULEE TRUST-WASHINGTON # 44
|
VERNON TRUST-WASHINGTON # 45
|
MCNARY TRUST-WASHINGTON # 46
|
MARYHILL TRUST-WASHINGTON # 47
|
PASTIME TRUST-WASHINGTON # 48
|
CHELAN TRUST-WASHINGTON # 49
|
MOSES TRUST-WASHINGTON # 50
|
ENTIAT TRUST-WASHINGTON # 51
|
WALLOLA TRUST-WASHINGTON # 52
|
BANKS TRUST-WASHINGTON # 53
|
RIFFE TRUST-WASHINGTON # 54
|
SACAJEWEA TRUST-WASHINGTON # 55
|
BRYAN TRUST-WASHINGTON # 56
|
NEWMAN TRUST-WASHINGTON # 57
|
ROCK TRUST-WASHINGTON # 58
|
ROOSEVELT TRUST-WASHINGTON # 59
|
SHANNON TRUST-WASHINGTON # 60
|
STEVENS TRUST-WASHINGTON # 61
|
SPECTACLE TRUST-WASHINGTON # 62
|
GALISPELL TRUST-WASHINGTON # 63
|
WEST TRUST-WASHINGTON # 64
|
MARENGO TRUST-WASHINGTON # 65
|
SPANGLE TRUST-WASHINGTON # 66
|
PACKWOOD TRUST-WASHINGTON # 67
|
MOORE TRUST-WASHINGTON # 68
|
ALMIRA TRUST-WASHINGTON # 69
|
GRANDVIEW TRUST-WASHINGTON # 70
|
MALDEN TRUST-WASHINGTON# 71
|
TEKOA TRUST-WASHINGTON # 72
|
PACK TRUST-WASHINGTON # 73
|
FAIRFIELD TRUST-WASHINGTON # 74
|
RITZVILLE TRUST-WASHINGTON # 75
|
WARDEN TRUST-WASHINGTON # 76
|
BRIDGEPORT TRUST-WASHINGTON # 77
|
QUINCY TRUST-WASHINGTON # 78
|
PENAWOWA TRUST-WASHINGTON # 79
|
ALMOTA TRUST-WASHINGTON # 80
|
QUIET TRUST-WASHINGTON # 81
|
LEMEI TRUST-WASHINGTON # 82
|
SODA TRUST-WASHINGTON # 83
|
BOISTFORD TRUST-WASHINGTON # 84
|
SNAG TRUST-WASHINGTON # 85
|
WINDY TRUST-WASHINGTON # 86
|
MICA TRUST-WASHINGTON # 87
|
GYPSY TRUST-WASHINGTON # 88
|
GLACIER TRUST-WASHINGTON # 89
|
MONTE CRISTO TRUST-WASHINGTON # 90
|
WENATCHEE TRUST-WASHINGTON # 91
|
VESPER TRUST-WASHINGTON # 92
|
GUNN TRUST-WASHINGTON # 93
|
PYRAMID TRUST-WASHINGTON # 94
|
MISSION TRUST-WASHINGTON # 95
|
SIGNAL TRUST-WASHINGTON # 96
|
UNDER TRUST-WASHINGTON # 97
|
SADDLE TRUST-WASHINGTON # 98
|
ABERCROMBIE TRUST-WASHINGTON # 99
|
HALL TRUST-WASHINGTON #100
|
MOLYBENITE TRUST-WASHINGTON #101
|
CHEWELAH TRUST-WASHINGTON #102
|
BOYER TRUST-WASHINGTON #103
|
COUGAR TRUST-WASHINGTON #104
|
REDTOP TRUST-WASHINGTON #105
|
CHIMNEY TRUST-WASHINGTON #106
|
JULY TRUST-WASHINGTON #107
|
STAR TRUST-WASHINGTON #108
|
PINNACLE TRUST-WASHINGTON #109
|
REMMEL TRUST-WASHINGTON #110
|
MILE TRUST-WASHINGTON #111
|
ZEBRA TRUST-WASHINGTON #112
|
IRON TRUST-WASHINGTON #113
|
FOOT TRUST-WASHINGTON #114
|
BELLS TRUST-WASHINGTON #115
|
BADGER TRUST-WASHINGTON #116
|
YEARLING TRUST-WASHINGTON #117
|
KING TRUST-WASHINGTON #118
|
ANT TRUST-WASHINGTON #119
|
AIX TRUST-WASHINGTON #120
|
SNOQUALMIE TRUST-WASHINGTON #121
|
TWISP TRUST-WASHINGTON #122
|
RAINY TRUST-WASHINGTON #123
|
WASHINGTON TRUST-WASHINGTON #124
|
HARTS TRUST-WASHINGTON #125
|
CASCADE TRUST-WASHINGTON #126
|
AUSTIN TRUST-WASHINGTON #127
|
STAMPEDE TRUST-WASHINGTON #128
|
SWAUK TRUST-WASHINGTON #129
|
BLEWITT TRUST-WASHINGTON #130
|
CAYUSE TRUST-WASHINGTON #131
|
BY TRUST-WASHINGTON #132
|
OVER TRUST-WASHINGTON #133
|
SATUS TRUST-WASHINGTON #134
|
COPPER TRUST-WASHINGTON #135
|
SNOWY TRUST-WASHINGTON #136
|
OZETTE TRUST-WASHINGTON #137
|
SKOKOMICH TRUST-WASHINGTON #138
|
CHEROKEE TRUST-WASHINGTON #139
|
SPOKANE TRUST-WASHINGTON #140
|
LUMMI TRUST-WASHINGTON #141
|
SHOALWATER TRUST-WASHINGTON #142
|
HOH TRUST-WASHINGTON #143
|
QUILLAYUTE TRUST-WASHINGTON #144
|
NOOKSACK TRUST-WASHINGTON #145
|
SUIATTLE TRUST-WASHINGTON #146
|
WHITE TRUST-WASHINGTON #147
|
ICICLE TRUST-WASHINGTON #148
|
KLICKITAT TRUST-WASHINGTON #149
|
WILLAPA TRUST-WASHINGTON #150
|
SNOW TRUST-WASHINGTON #151
|
DICKEY TRUST-WASHINGTON #152
|
TOUTLE TRUST-WASHINGTON #153
|
SALMON TRUST-WASHINGTON #154
|
YELLOW TRUST-WASHINGTON #155
|
CHEHALIS TRUST-WASHINGTON #156
|
WYNOOCHEE TRUST-WASHINGTON #157
|
QUIMALT TRUST-WASHINGTON #158
|
QUEETS TRUST-WASHINGTON #159
|
WIND TRUST-WASHINGTON #160
|
MARYSVILLE TRUST-WASHINGTON #161
|
LYNWOOD TRUST-WASHINGTON #162
|
EDMONDS TRUST-WASHINGTON #163
|
WINE TRUST-WASHINGTON #164
|
SEATTLE TRUST-WASHINGTON #165
|
BURIEN TRUST-WASHINGTON #166
|
TOWNSEND TRUST-WASHINGTON #167
|
FLAGLER TRUST-WASHINGTON #168
|
ANGELES TRUST-WASHINGTON #169
|
ABERDEEN TRUST-WASHINGTON #170
|
HOQUIAM TRUST-WASHINGTON #171
|
ZESTY TRUST-WASHINGTON #172
|
BELLINGHAM TRUST-WASHINGTON #173
|
BLAINE TRUST-WASHINGTON #174
|
CHUCKANUT TRUST-WASHINGTON #175
|
ANACORTES TRUST-WASHINGTON #176
|
CURRENT ADULT BENEFICIARIES
|
|
Nicholas J. Pritzker
|
Thomas J. Pritzker
|
James N. Pritzker
|
John A. Pritzker
|
Linda Pritzker
|
Karen L. Pritzker
|
Penny Pritzker
|
Daniel F. Pritzker
|
Anthony N. Pritzker
|
Gigi Pritzker Pucker
|
Jay Robert Pritzker
|
Trustees
:
|
|
Thomas J. Pritzker
|
The Pritzker Organization, LLC
|
71 S. Wacker Drive, Suite 4700
|
Chicago, IL 60606
|
(312) 873-4900 (Telephone)
|
(312) 873-4983 (Facsimile)
|
|
Mr. Karl J. Breyer
|
4535 IDS Center
|
80 S. 8th Street
|
Minneapolis, MN 55402
|
(612) 851-2085 (Telephone)
|
(612) 851-2086 (Facsimile)
|
|
Mr. Marshall E. Eisenberg
|
Neal Gerber & Eisenberg LLP
|
Two North LaSalle St.
|
Suite 2200
|
Chicago, IL 60602
|
(312) 269-8020 (Telephone)
|
(312) 269-0260 (Facsimile)
|
Adult Beneficiaries
:
|
|
Mr. Adam Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Allison Pritzker Schwartz
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Mr. Anthony N. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Mr. Benjamin T. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
Ms. Dana Jean Pritzker Schwartz
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Mr. Daniel F. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
and
|
|
Mr. Daniel F. Pritzker
|
c/o Timmons Advisors, LLC
|
3555 Timmons Lane
|
Suite 800
|
Houston, TX 77027
|
(713) 961-1600 (Telephone)
|
(713) 623-2317 (Facsimile)
|
|
Mr. David T. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
Mr. Donald P. Traubert
|
c/o Mr. J. Kevin Poorman
|
Pritzker Realty Group LP
|
71 S. Wacker Drive
|
47
th
Floor
|
Chicago, IL 60606
|
(312) 873-4802 (Telephone)
|
(312) 873-4891 (Facsimile)
|
|
Ms. Gigi Pritzker Pucker
|
c/o Ms. Karen MacKay
|
Burke Warren MacKay & Serritella PC
|
330 N. Wabash Avenue
|
22
nd
Floor
|
Chicago, IL 60611-3607
|
(312) 840-7009 (Telephone)
|
(312) 840-7900 (Facsimile)
|
|
Mr. Isaac Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
|
Mr. Jacob N. Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
Mr. James N. Pritzker
|
c/o Mr. Charles E. Dobrusin
|
Charles E. Dobrusin & Associates, Ltd.
|
104 S. Michigan Avenue
|
Suite 900
|
Chicago, IL 60603-5906
|
(312) 436-1202 (Telephone)
|
(312) 436-1201 (Facsimile)
|
|
and
|
|
Mr. James N. Pritzker
|
c/o Mr. Harry B. Rosenberg
|
Reed Smith Sachnoff & Weaver
|
10 South Wacker Drive
|
40
th
Floor
|
Chicago, IL 60606-7507
|
(312) 207-1000 (Telephone)
|
(312) 207-6400 (Facsimile)
|
|
Mr. Jason N. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
|
Mr. Jay Robert Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
Mr. John A. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Mr. Joseph B. Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
|
Ms. Karen L. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Ms. Linda Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Ms. Nancy Marie Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
Mr. Nicholas J. Pritzker
|
c/o Mr. Marshall Eisenberg
|
Neal Gerber & Eisenberg LLP
|
Two North LaSalle St.
|
Suite 2200
|
Chicago, IL 60602
|
(312) 269-8020 (Telephone)
|
(312) 269-0260 (Facsimile)
|
|
Mr. Noah Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Penny Pritzker
|
c/o Mr. J. Kevin Poorman
|
Pritzker Realty Group LP
|
71 S. Wacker Drive
|
47
th
Floor
|
Chicago, IL 60606
|
(312) 873-4802 (Telephone)
|
(312) 873-4891 (Facsimile)
|
|
Ms. Rachel Pritzker Hunter
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
Ms. Regan Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
|
Mr. Roland Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Rosemary Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Tal Hava Pritzker
|
c/o Mr. Charles E. Dobrusin
|
Charles E. Dobrusin & Associates, Ltd.
|
104 S. Michigan Avenue
|
Suite 900
|
Chicago, IL 60603-5906
|
(312) 436-1202 (Telephone)
|
(312) 436-1201 (Facsimile)
|
Mr. Thomas J. Pritzker
|
c/o Mr. Marshall Eisenberg
|
Neal Gerber & Eisenberg LLP
|
Two North LaSalle St.
|
Suite 2200
|
Chicago, IL 60602
|
(312) 269-8020 (Telephone)
|
(312) 269-0260 (Facsimile)
|
|
Mr. Zachary Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Nicholas J. Pritzker
|
Nicholas J. Pritzker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John Kevin Poorman
|
John Kevin Poorman, Trustee
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Edward W. Rabin
|
Edward W. Rabin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Charles E. Dobrusin
|
Charles E. Dobrusin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Charles E. Dobrusin
|
Charles E. Dobrusin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Charles E. Dobrusin
|
Charles E. Dobrusin
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Harry B. Rosenberg
|
Harry B. Rosenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Harry B. Rosenberg
|
Harry B. Rosenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Harry B. Rosenberg
|
Harry B. Rosenberg
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Jane E. Feerer
|
Jane E. Feerer
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Walter W. Simmers
|
Walter W. Simmers
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Jane E. Feerer
|
Jane E. Feerer
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Aaron Stern
|
Aaron Stern
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by G14M2 HHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by T11M2 HHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
/s/ Abigail Pritzker Pucker
|
Abigail Pritzker Pucker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Lawrence I. Richman
|
Lawrence I. Richman
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ Nicholas J. Pritzker
|
Nicholas J. Pritzker
|
/s/ Andrew A. N, Pri zker
|
Andrew A. N, Pritzker
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by GHHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by THHC of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Recipient Trusts of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
/s/ Lewis M. Linn
|
Lewis M. Linn
|
/s/ Rose Pritzker Traubert
|
Rose Pritzker Traubert
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by the Recipient Trust of shares of Hyatt Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with the receipt by Paratrooper of Common Stock, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Contemporaneously with her appointment as trustee of the Recipient Trusts, joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller,
|
John A. Miller,
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder in the form hereof.
|
/s/ John A. Miller
|
John A. Miller
|
1.
|
Acknowledges receipt and review of the A/R Global Hyatt Agreement;
|
2.
|
Joins in and agrees to be bound by the terms and conditions of the A/R Global Hyatt Agreement; and
|
3.
|
Agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation, Class A Common Stock and Class B Common Stock, to any Pritzker or Foreign Pritzker (or other successor that the A/R Global Hyatt Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee(s) thereof) signs and delivers to the parties to the A/R Global Hyatt Agreement a written Joinder Agreement in the form hereof.
|
Horton Trust Company, LLC, solely as trustee of the Recipient Trusts
|
By: /s/ John Kevin Poorman
|
Name: John Kevin Poorman
|
Title: President
|
P19M2 Investors, L.L.C.
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
/s/ Lawrence Richman
|
Lawrence Richman, not individually but solely as trustee of each of the separate and distinct trusts set forth on
Schedule A
|
Name of Trust / Assignor
|
|
Certificate Number
|
|
Number of Shares
|
|
Date of Trust
|
N.F.P. QSST TRUST NO. 21
|
|
619
|
|
2,960.000
|
|
04-18-1972
|
R.A. TRUST #25
|
|
618
|
|
192,777.000
|
|
12-30-1964
|
CHILOQUIN TRUST -
OREGON TRUST #41
|
|
620
|
|
6,219.000
|
|
02-01-1980
|
COBURG TRUST -
OREGON TRUST #42
|
|
621
|
|
6,219.000
|
|
02-01-1980
|
CONDON TRUST -
OREGON TRUST #43
|
|
622
|
|
6,219.000
|
|
02-01-1980
|
DAYTON TRUST -
OREGON TRUST #44
|
|
623
|
|
6,219.000
|
|
02-01-1980
|
DILLARD TRUST -
OREGON TRUST #45
|
|
624
|
|
6,219.000
|
|
02-01-1980
|
DUNDEE TRUST -
OREGON TRUST #46
|
|
625
|
|
6,219.000
|
|
02-01-1980
|
DUNES TRUST -
OREGON TRUST #47
|
|
626
|
|
6,218.000
|
|
02-01-1980
|
ELMIRA TRUST -
OREGON TRUST #48
|
|
627
|
|
6,218.000
|
|
02-01-1980
|
OAKLAND TRUST -
OREGON TRUST #201
|
|
631
|
|
6,219.000
|
|
02-01-1980
|
OCEANSIDE TRUST -
OREGON TRUST #202
|
|
632
|
|
6,219.000
|
|
02-01-1980
|
ODELL TRUST -
OREGON TRUST #203
|
|
633
|
|
6,219.000
|
|
02-01-1980
|
OLNEY TRUST -
OREGON TRUST #204
|
|
634
|
|
6,219.000
|
|
02-01-1980
|
OPHIR TRUST -
OREGON TRUST #205
|
|
635
|
|
6,219.000
|
|
02-01-1980
|
ORENCO TRUST -
OREGON TRUST #206
|
|
636
|
|
6,219.000
|
|
02-01-1980
|
ORIENT TRUST -
OREGON TRUST #207
|
|
637
|
|
6,218.000
|
|
02-01-1980
|
OXBOW TRUST -
OREGON TRUST #208
|
|
638
|
|
6,218.000
|
|
02-01-1980
|
/s/ Lewis Linn
|
Lewis Linn, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on
Schedule A
|
/s/ Aaron Stern
|
Aaron Stern, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on
Schedule A
|
Name of Trust / Assignor
|
|
Certificate Number
|
|
Number of Shares
|
|
Date of Trust
|
BURLINGTON TRUST - OREGON
TRUST #103
|
|
628
|
|
3,779.000
|
|
02-01-1980
|
CARVER TRUST - OREGON TRUST #184
|
|
629
|
|
5,146.000
|
|
02-01-1980
|
SIGNAL TRUST - WASHINGTON TRUST #96
|
|
639
|
|
4,038.000
|
|
02-01-1980
|
MILE TRUST - WASHINGTON TRUST #111
|
|
640
|
|
3,592.000
|
|
02-01-1980
|
SALMON TRUST - WASHINGTON TRUST #154
|
|
641
|
|
1,544.000
|
|
02-01-1980
|
YELLOW TRUST - WASHINGTON TRUST #155
|
|
642
|
|
1,544.000
|
|
02-01-1980
|
CHEHALIS TRUST - WASHINGTON TRUST #156
|
|
643
|
|
1,544.000
|
|
02-01-1980
|
WYNOOCHEE TRUST - WASHINGTON TRUST #157
|
|
644
|
|
1,544.000
|
|
02-01-1980
|
QUIMALT TRUST - WASHINGTON TRUST #158
|
|
645
|
|
1,544.000
|
|
02-01-1980
|
QUEETS TRUST - WASHINGTON TRUST #159
|
|
646
|
|
1,544.000
|
|
02-01-1980
|
WIND TRUST - WASHINGTON TRUST #160
|
|
647
|
|
1,561.000
|
|
02-01-1980
|
ABERDEEN TRUST - WASHINGTON TRUST #170
|
|
648
|
|
1,561.000
|
|
02-01-1980
|
HOQUIAM TRUST - WASHINGTON TRUST #171
|
|
649
|
|
1,561.000
|
|
02-01-1980
|
ZESTY TRUST - WASHINGTON TRUST #172
|
|
650
|
|
1,561.000
|
|
02-01-1980
|
BELLINGHAM TRUST - WASHINGTON TRUST #173
|
|
651
|
|
1,561.000
|
|
02-01-1980
|
BLAINE TRUST - WASHINGTON TRUST #174
|
|
652
|
|
1,561.000
|
|
02-01-1980
|
CHUCKANUT TRUST - WASHINGTON TRUST #175
|
|
653
|
|
1,561.000
|
|
02-01-1980
|
ANACORTES TRUST - WASHINGTON TRUST #176
|
|
654
|
|
1,561.000
|
|
02-01-1980
|
/s/ Charles Dobrusin
|
Charles Dobrusin, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on
Schedule A
|
/s/ Harry Rosenberg
|
Harry Rosenberg, not individually but solely as co-trustee of each of the separate and distinct trusts set forth on
Schedule A
|
Name of Trust / Assignor
|
|
Certificate Number
|
|
Number of Shares
|
|
Date of Trust
|
LASALLE TRUST #50
|
|
616
|
|
6,750.000
|
|
03-15-1966
|
LASALLE TRUST #55
|
|
617
|
|
6,751.000
|
|
03-15-1966
|
LASALLE G.C. TRUST #6
|
|
659
|
|
155,507.000
|
|
01-03-1991
|
DON G.C. TRUST #5
|
|
655
|
|
58,254.000
|
|
01-03-1991
|
R.A. G.C. TRUST #5
|
|
656
|
|
43,639.000
|
|
01-03-1991
|
A.N.P. TRUST #22 - JAMES
|
|
660
|
|
301,200.000
|
|
01-01-1989
|
A.N.P. TRUST #24 - JAMES
|
|
661
|
|
305,494.000
|
|
01-01-1989
|
A.N.P. TRUST #28 - JAMES
|
|
662
|
|
305,495.000
|
|
01-01-1989
|
A.N.P. TRUST #30 - JAMES
|
|
663
|
|
305,407.000
|
|
01-01-1989
|
/s/ Lewis Linn
|
Lewis Linn, not individually but solely as trustee of each of the separate and distinct trusts set forth on
Schedule A
|
Name of Trust / Assignor
|
|
Certificate Number
|
|
Number of Shares
|
|
Date of Trust
|
LASALLE G.C. TRUST #3
|
|
658
|
|
64,941.000
|
|
01-02-1993
|
/s/ Nicholas J. Pritzker
|
Nicholas J. Pritzker, Trustee
|
By: TGFJ GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
By: 8-26-22 GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
By: Julytoon Investments GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
LCI H COMPANY LP
:
|
|
|
|
By: Julytoon Investments GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
By: 8-26-22 GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
FLP11 HHC, L.L.C.
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
FLP14 HHC, L.L.C.
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
By: Julytoon Investments GP LLC, its General Partner
|
|
|
|
By:
|
/s/ Lewis M. Linn
|
Name:
|
Lewis M. Linn
|
Title:
|
Manager
|
|
|
By:
|
/s/ Ronald D. Wray
|
Name:
|
Ronald D. Wray
|
Title:
|
Vice President
|
T11M5 Investors, L.L.C.
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg, not individually but solely as trustee of each of the separate and distinct trusts set forth on
Schedule A
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
By: /s/ John Kevin Poorman
|
Name: John Kevin Poorman
|
Title: President
|
1740 #40FD-D
|
1740 #40FD-R
|
1740 #34FD2
|
T-551-10FD2
|
/s/ Thomas J. Pritzker
|
Thomas J. Pritzker, not individually but solely as co-trustee of TJP Revocable Trust
|
/s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg, not individually but solely as co-trustee of TJP Revocable Trust
|
Title:
|
Chief Operating Officer of Horton Trust Company LLC
|
By:
|
Tao Capital Partners LLC,
|
Its:
|
Managing Member
|
|
/s/ Ronald Wray
|
|
/s/ Ronald Wray
|
ADULT BENEFICIARIES:
|
/s/ Nicholas J. Pritzker
|
Nicholas J. Pritzker
|
/s/ Thomas J. Pritzker
|
Thomas J. Pritzker
|
/s/ James N. Pritzker
|
James N. Pritzker
|
/s/ John A. Pritzker
|
John A. Pritzker
|
/s/ Linda Pritzker
|
Linda Pritzker
|
/s/ Karen L. Pritzker
|
Karen L. Pritzker
|
/s/ Penny Pritzker
|
Penny Pritzker
|
/s/ Anthony N. Pritzker
|
Anthony N. Pritzker
|
/s/ Gigi Pritzker Pucker
|
Gigi Pritzker Pucker
|
/s/ Jay Robert Pritzker
|
Jay Robert Pritzker
|
/s/ Joseph B. Pritzker
|
Joseph B. Pritzker
|
/s/ Regan Pritzker
|
Regan Pritzker
|
/s/ Rachel Pritzker Hunter
|
Rachel Pritzker Hunter
|
/s/ Roland Bacon Pritzker
|
Roland Bacon Pritzker
|
/s/ Jason N. Pritzker
|
Jason N. Pritzker
|
/s/ Benjamin T. Pritzker
|
Benjamin T. Pritzker
|
/s/ Rosemary Pritzker
|
Rosemary Pritzker
|
/s/ Tal Hava Pritzker
|
Tal Hava Pritzker
|
/s/ Jacob N. Pritzker
|
Jacob N. Pritzker
|
/s/ David T. Pritzker
|
David T. Pritzker
|
/s/ Allison Pritzker Schwartz
|
Allison Pritzker Schwartz
|
/s/ Adam Pritzker
|
Adam Pritzker
|
/s/ Isaac Pritzker
|
Isaac Pritzker
|
/s/ Noah Pritzker
|
Noah Pritzker
|
/s/ Dana Jean
|
Dana Jean Pritzker Schwartz
|
/s/ Donald Pritzker Traubert
|
Donald Pritzker Traubert
|
Settlement T-551-1
|
Settlement T-551-2
|
Settlement T-551-3
|
Settlement T-551-4
|
Settlement T-551-5
|
Settlement T-551-6
|
Settlement T-551-7
|
Settlement T-551-10
|
Settlement T-551-11
|
Settlement T-551-12
|
Settlement 1740 Trust #14
|
Settlement 1740 Trust #15
|
RP 1740 #17 Apex Trust
|
Settlement 1740 Trust #22
|
Settlement 1740 Trust #23
|
Settlement 1740 Trust #24
|
Settlement 1740 Trust #25
|
Settlement 1740 Trust #26A
|
Settlement 1740 Trust #26B
|
Settlement 1740 Trust #26C
|
Settlement 1740 Trust #26D
|
Settlement 1740 Trust #27
|
Settlement 1740 Trust #28
|
Settlement 1740 Trust #29
|
Settlement 1740 Trust #30
|
Settlement 1740 Trust #31
|
Settlement 1740 Trust #32
|
Settlement 1740 Trust #33
|
Settlement 1740 Trust #34
|
Settlement 1740 Trust #35
|
Settlement 1740 Trust #36
|
Settlement 1740 Trust #37
|
Settlement 1740 Trust #38
|
Settlement 1740 Trust #39
|
Settlement 1740 Trust #40
|
Settlement T-2043
|
Settlement T-577
|
Settlement T-2390-A
|
Settlement T-2390-B
|
Settlement T-2390-C
|
CURRENT ADULT BENEFICIARIES
|
|
Nicholas J. Pritzker
|
Thomas J. Pritzker
|
James N. Pritzker
|
John A. Pritzker
|
Linda Pritzker
|
Karen L. Pritzker
|
Penny Pritzker
|
Daniel F. Pritzker
|
Anthony N. Pritzker
|
Gigi Pritzker Pucker
|
Jay Robert Pritzker
|
Adult Beneficiaries
:
|
|
Mr. Adam Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Allison Pritzker Schwartz
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
Mr. Anthony N. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Mr. Benjamin T. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
|
Ms. Dana Jean Pritzker Schwartz
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Mr. Daniel F. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
and
|
|
Mr. Daniel F. Pritzker
|
c/o Timmons Advisors, LLC
|
3555 Timmons Lane
|
Suite 800
|
Houston, TX 77027
|
(713) 961-1600 (Telephone)
|
(713) 623-2317 (Facsimile)
|
Mr. David T. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
|
Mr. Donald P. Traubert
|
c/o Mr. J. Kevin Poorman
|
Pritzker Realty Group LP
|
71 S. Wacker Drive
|
47th Floor
|
Chicago, IL 60606
|
(312) 873-4802 (Telephone)
|
(312) 873-4891 (Facsimile)
|
|
Ms. Gigi Pritzker Pucker
|
c/o Ms. Karen MacKay
|
Burke Warren MacKay & Serritella PC
|
330 N. Wabash Avenue
|
22nd Floor
|
Chicago, IL 60611-3607
|
(312) 840-7009 (Telephone)
|
(312) 840-7900 (Facsimile)
|
|
Mr. Isaac Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
|
Mr. Jacob N. Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
Mr. James N. Pritzker
|
c/o Mr. Charles E. Dobrusin
|
Charles E. Dobrusin & Associates, Ltd.
|
104 S. Michigan Avenue
|
Suite 900
|
Chicago, IL 60603-5906
|
(312) 436-1202 (Telephone)
|
(312) 436-1201 (Facsimile)
|
|
and
|
|
Mr. James N. Pritzker
|
c/o Mr. Harry B. Rosenberg
|
Reed Smith Sachnoff & Weaver
|
10 South Wacker Drive
|
40th Floor
|
Chicago, IL 60606-7507
|
(312) 207-1000 (Telephone)
|
(312) 207-6400 (Facsimile)
|
|
Mr. Jason N. Pritzker
|
c/o Mr. Joel S. Rothman
|
Rothman Law Group
|
135 S. LaSalle Street
|
Suite 2810
|
Chicago, IL 60603
|
(312) 578-0900 (Telephone)
|
(312) 578-0905 (Facsimile)
|
|
Mr. Jay Robert Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
Mr. John A. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Mr. Joseph B. Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
|
Ms. Karen L. Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Ms. Linda Pritzker
|
c/o Mr. Ivan Deutsch
|
Sullivan & Cromwell LLP
|
125 Broad Street
|
New York, NY 10004
|
(212) 558-3750 (Telephone)
|
(212) 558-3588 (Facsimile)
|
|
Ms. Nancy Marie Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
Mr. Nicholas J. Pritzker
|
c/o Mr. Marshall Eisenberg
|
Neal Gerber & Eisenberg LLP
|
Two North LaSalle St.
|
Suite 2200
|
Chicago, IL 60602
|
(312) 269-8020 (Telephone)
|
(312) 269-0260 (Facsimile)
|
|
Mr. Noah Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Penny Pritzker
|
c/o Mr. J. Kevin Poorman
|
Pritzker Realty Group LP
|
71 S. Wacker Drive
|
47th Floor
|
Chicago, IL 60606
|
(312) 873-4802 (Telephone)
|
(312) 873-4891 (Facsimile)
|
|
Ms. Rachel Pritzker Hunter
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Regan Pritzker
|
c/o Mr. Thomas Dykstra
|
N Pritzker Capital Management, LLC
|
10 S. Wacker Dr.
|
Suite 1860
|
Chicago, IL 60606
|
(312) 896-1717 (Telephone)
|
(312) 896-1720 (Facsimile)
|
Mr. Roland Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Rosemary Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
|
Ms. Tal Hava Pritzker
|
c/o Mr. Charles E. Dobrusin
|
Charles E. Dobrusin & Associates, Ltd.
|
104 S. Michigan Avenue
|
Suite 900
|
Chicago, IL 60603-5906
|
(312) 436-1202 (Telephone)
|
(312) 436-1201 (Facsimile)
|
|
Mr. Thomas J. Pritzker
|
c/o Mr. Marshall Eisenberg
|
Neal Gerber & Eisenberg LLP
|
Two North LaSalle St.
|
Suite 2200
|
Chicago, IL 60602
|
(312) 269-8020 (Telephone)
|
(312) 269-0260 (Facsimile)
|
|
Mr. Zachary Pritzker
|
c/o Mr. Eric D. Brandfonbrener
|
Perkins Coie, LLP
|
131 S. Dearborn St.
|
Suite 1700
|
Chicago, IL 60603
|
(312) 324-8602 (Telephone)
|
(312) 324-9602 (Facsimile)
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of each of the separate and distinct trusts listed on
Annex A attached hereto |
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
IHE, INC., a Bahamian International Business Company |
By: /s/ Michelle Gibson
|
Name: Commerce Services Limited
|
Title: Director
|
By: /s/ Carlis E. Chisholm
|
Name: Corporate Associates Limited
|
Title: Director
|
LUXURY LODGING, INC., a Bahamian International Business Company |
By: /s/ Michelle Gibson
|
Name: Commerce Services Limited
|
Title: Director
|
By: /s/ Carlis E. Chisholm
|
Name: Corporate Associates Limited
|
Title: Director
|
HOSPITALITY HOTELS, INC., a Bahamian International Business Company |
By: /s/ Michelle Gibson
|
Name: Commerce Services Limited
|
Title: Director
|
By: /s/ Carlis E. Chisholm
|
Name: Corporate Associates Limited
|
Title: Director
|
WW HOTELS, INC., a Bahamian International Business Company |
By: /s/ Michelle Gibson
|
Name: Commerce Services Limited
|
Title: Director
|
By: /s/ Carlis E. Chisholm
|
Name: Corporate Associates Limited
|
Title: Director
|
Settlement 1740 Trust #14
|
Settlement 1740 Trust #15
|
RP 1740 #17 Apex Trust
|
Settlement 1740 Trust #22
|
Settlement 1740 Trust #23
|
Settlement 1740 Trust #24
|
Settlement 1740 Trust #25
|
Settlement 1740 Trust #26A
|
Settlement 1740 Trust #26B
|
Settlement 1740 Trust #26C
|
Settlement 1740 Trust #26D
|
Settlement 1740 Trust #27
|
Settlement 1740 Trust #28
|
Settlement 1740 Trust #29
|
Settlement 1740 Trust #30
|
Settlement 1740 Trust #31
|
Settlement 1740 Trust #32
|
Settlement 1740 Trust #33
|
Settlement 1740 Trust #34
|
Settlement 1740 Trust #35
|
Settlement 1740 Trust #36
|
Settlement 1740 Trust #37
|
Settlement 1740 Trust #38
|
Settlement T-551-1
|
Settlement T-551-2
|
Settlement T-551-3
|
Settlement T-551-4
|
Settlement T-551-5
|
Settlement T-551-6
|
Settlement T-551-7
|
Settlement T-551-10
|
Settlement T-551-11
|
Settlement T-551-12
|
Settlement T-577
|
Settlement 1740 Trust #39
|
Settlement 1740 Trust #40
|
Settlement T-2043
|
Settlement T-2390-A
|
Settlement T-2390-B
|
Settlement T-2390-C
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Schevon Miller
|
Name: Schevon Miller
|
Title: Manager, Private Banking
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Schevon Miller
|
Name: Schevon Miller
|
Title: Manager, Private Banking
|
BOMBAY HOTEL CORPORATION
, a Cayman Islands corporation
|
By: /s/ Wendy Bush
|
Name: Commerce Advisory Services Limited
|
Title: Secretary
|
Settlement T-2390-A
|
Settlement T-2390-B
|
Settlement T-2390-C
|
CPC, INC., a Bahamian International Business Company
|
By: /s/ Schevon Miller
|
Name: Commerce Services Limited
|
Title: Director
|
By: /s/ Carlis E. Chisholm
|
Name: Corporate Associates Limited
|
Title: Director
|
Settlement T-2390-A
|
Settlement T-2390-B
|
Settlement T-2390-C
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk, solely as trustee of the Trust
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Andrew D. Wingate
|
Andrew D. Wingate, solely as trustee of the Trust
|
/s/ Walter W. Simmers
|
Walter W. Simmers, solely as trustee of the Trust
|
/s/ Lucinda S. Falk
|
Lucinda S. Falk, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Thomas J. Muenster
|
Thomas J. Muenster, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
JPMORGAN TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Marsya Cates
|
Name: Marsya Cates
|
Title: Vice President
|
By: /s/ Cameron A. Carey
|
Name: Cameron A. Carey
|
Title: Associate
|
JPMORGAN TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Marsya Cates
|
Name: Marsya Cates
|
Title: Vice President
|
By: /s/ Cameron A. Carey
|
Name: Cameron A. Carey
|
Title: Associate
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Trust
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: General Manager
|
By: /s/ Michelle Gibson
|
Name: Michelle Gibson
|
Title: Trust Officer
|
/s/ Leonard J. Loventhal
|
Leonard J. Loventhal, solely as trustee of the Trust
|
G14M2 HHC, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President, Treasurer & Secretary
|
T11M2 HHC, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President, Treasurer & Secretary
|
/s/ Abigail Pritzker Pucker
|
Abigail Pritzker Pucker
|
Nicholas J. Pritzker, not individually but solely as co-trustee of the Trust
|
By: /s/ Nicholas J. Pritzker
|
Lawrence I. Richman, not individually but solely as co-trustee of the Trust
|
By: /s/ Lawrence I. Richman
|
/s/ Andrew A. N. Pritzker
|
Andrew A. N. Pritzker
|
GHHC, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President, Treasurer & Secretary
|
THHC, L.L.C
.,
a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President, Treasurer & Secretary
|
/s/ Rose Pritzker Traubert
|
Rose Pritzker Traubert
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts
|
By: /s/ Schevon Miller
|
Name: Schevon Miller
|
Title: Authorized Signatory
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: Authorized Signatory
|
1740 Trust #40-AJ
|
1740 Trust #40-AB
|
1740 Trust #40-AD
|
1740 Trust #40-Locust
|
1740 Trust #40-Francis
|
1740 Trust #40-Sangdu
|
1740 Trust #40-LaDini B
|
1740 Trust #40-Jaybird B
|
1740 Trust #40-Jon Jacob B
|
1740 Trust #40-Banana B
|
1740 Trust #40-ZAP B
|
1740 Trust #40-FDA
|
1740 Trust #40-FDM
|
1740 Trust #40-FDJ
|
1740 Trust #40-THP
|
1740 Trust #40-AANP
|
1740 Trust #40-WJGP
|
1740 Trust #40-AS
|
1740 Trust #40-DS
|
1740 Trust #40-JV
|
1740 Trust #40-TV
|
1740 Trust #40-Festus Bahamas
|
1740 Trust #40-Scorpion Nassau
|
1740 Trust #40-Vered Island
|
1740 Trust #40-37D
|
1740 Trust #40-37R
|
1740 Trust #40-Evpatoria
|
1740 Trust #40-Izyum
|
1740 Trust #40-Nikopol
|
1740 Trust #40-Alushta
|
1740 Trust #40-RAPN
|
Trust 2043-AJ
|
Trust 2043-AB
|
Trust 2043-AD
|
Trust 2043-Locust
|
Trust 2043-Francis
|
Trust 2043-Sangdu
|
Trust 2043-LaDini B
|
Trust 2043-Jaybird B
|
Trust 2043-Jon Jacob B
|
Trust 2043-Banana B
|
Trust 2043-ZAP B
|
Trust 2043-FDA
|
Trust 2043-FDM
|
Trust 2043-FDJ
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of 1740 Trust RSP
|
By: /s/ Schevon Miller
|
Name: Schevon Miller
|
Title: Authorized Signatory
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: Authorized Signatory
|
Westamerica Bank, solely as trustee of 1740 Trust RSP
|
By: /s/ Sherry Graziano
|
Name: Sherry Graziano
|
Title: VP / Trust Officer
|
/s/ Lewis M. Linn
|
Lewis M. Linn, not individually but solely as trustee of Banana Trust
|
/s/ Lewis M. Linn
|
Lewis M. Linn, not individually but solely as trustee of Jaybird Trust
|
/s/ Lewis M. Linn
|
Lewis M. Linn, not individually but solely as trustee of Jon Jacob Trust
|
/s/ Lewis M. Linn
|
Lewis M. Linn, not individually but solely as trustee of LaDini Trust
|
/s/ Lewis M. Linn
|
Lewis M. Linn, not individually but solely as trustee of ZAP Trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH
Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
F.L.P. Trust #19M2 is the sole member of P19M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”).
|
4.
|
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
P19M2 Investors, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
F.L.P. Trust #11M5 is the sole member of T11M5 Investors, L.L.C., a Delaware limited liability company (the “LLC”).
|
4.
|
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
T11M5 Investors, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
F.L.P. Trust #11M2 is the sole member of T11M2 Investors, L.L.C., a Delaware limited liability company (the “LLC”).
|
4.
|
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
T11M2 Investors, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “Foreign GH Agreement”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Nicholas J. Pritzker is Trustee (the “Trustee”) of the NJP 2012 Annuity Trust (the “Recipient Trust”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or
|
Nicholas J. Pritzker, not individually, but solely as
Trustee of the NJP 2012 Annuity Trust |
/s/ Nicholas J. Pritzker
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
F.L.P. Trust #19M2 is the sole member of P19M2 Investors II, L.L.C., a Delaware limited liability company (the “
LLC
”).
|
4.
|
Contemporaneously with the receipt by the LLC of shares of Hyatt Common Stock, the LLC hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The LLC further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
P19M2 Investors II, L.L.C., a Delaware limited liability company
|
By: /s/ Ronald D. Wray
|
Name: Ronald D. Wray
|
Title: Vice President
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
CIBC TRUST COMPANY (BAHAMAS) LIMITED, solely as trustee of the Recipient Trusts
|
By: /s/ Helen M. Carroll
|
Name: Helen M. Carroll
|
Title: Authorized Signatory
|
By: /s/ Carlis E. Chisholm
|
Name: Carlis E. Chisholm
|
Title: Authorized Signatory
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Horton Trust Company LLC is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Trustee as trustee of the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly
|
Horton Trust Company LLC, not individually but solely as trustee of each of the separate and distinct trusts set forth on Schedule A
|
By: /s/ John Kevin Poorman
|
Name: John Kevin Poorman
|
Title: President
|
1740 #40FD-D
|
1740 #40FD-R
|
1740 #34FD2
|
T-551-10FD2
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Thomas J. Pritzker and Marshall E. Eisenberg are Co-Trustees (the “
Co-Trustees
”) of TJP Revocable Trust (the “
Recipient Trust
”).
|
4.
|
The Co-Trustees acknowledge (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Co-Trustees hereby join in and agree to be bound by the terms and conditions of the Foreign GH Agreement. The Co-Trustees further agree not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly
|
By: /s/ Thomas J. Pritzker
|
Thomas J. Pritzker, not individually but solely as co-trustee of TJP Revocable Trust
|
By: /s/ Marshall E. Eisenberg
|
Marshall E. Eisenberg, not individually but solely as co-trustee of TJP Revocable Trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
Trust 551-E
|
Trust 1740-E
|
Trust 1740-F
|
Trust 1740-G
|
Trust 1740-H
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Penny Pritzker is Trustee (the “
Trustee
”) of the Penny Pritzker Revocable Trust (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
Trust 551-A
|
Trust 1740-A
|
Trust 1740-B
|
Trust 1740-C
|
Trust 1740-D
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Maroon Private Trust Company, LLC has been appointed and has consented to serve as trustee (the “
Trustee
”) of F.L.P. Trust #11, the controlling member of THHC, L.L.C.
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with becoming the trustee of F.L.P. Trust #11, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Thomas J. Pritzker is the Trustee (the “
Trustee
”) of Maroon Trust, the member of Maroon Private Trust Company, LLC. Maroon Private Trust Company, LLC has been appointed and has consented to serve as the trustee of F.L.P. Trust #11, the controlling member of THHC, L.L.C.
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with Maroon Private Trust Company, LLC becoming the trustee of F.L.P. Trust #11, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees, to the extent applicable, not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
UDQ Private Trust Company, LLC has been appointed and has consented to serve as trustee (the “
Trustee
”) of F.L.P. Trust #14, the controlling member of GHHC, L.L.C.
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with becoming the trustee of F.L.P. Trust #14, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Gigi Pritzker Pucker is the Trustee (the “
Trustee
”) of UDQ Trust, the member of UDQ Private Trust Company, LLC. UDQ Private Trust Company, LLC has been appointed and has consented to serve as the trustee of F.L.P. Trust #14, the controlling member of GHHC, L.L.C.
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with UDQ Private Trust Company, LLC becoming the trustee of F.L.P. Trust #14, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees, to the extent applicable, not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Anthony Pritzker Family Foundation, an Illinois not-for-profit corporation (“
APFF
”) will be receiving shares of Hyatt Common Stock.
|
4.
|
In connection with the receipt by APFF of shares of Hyatt Common Stock, APFF hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. APFF further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
The Pritzker Family Foundation, an Illinois not-for-profit corporation (“
PFF
”) will be receiving shares of Hyatt Common Stock.
|
4.
|
In connection with the receipt by PFF of shares of Hyatt Common Stock, PFF hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. PFF further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
Trust 2015-GHC1
|
Trust 2015-GHC2
|
Trust A-2015F
|
Trust M-2015G
|
Trust J-2015H
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
Trust 2015-THC1
|
Trust 2015-THC2
|
Trust J-2015B
|
Trust B-2015C
|
Trust D-2015D
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
1922 Trust Company LTA is the trustee (the “
Trustee
”) of TGFJ Trust 1 (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
1922 Trust Company LTA is the trustee (the “
Trustee
”) of Jay Arthur Trust (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Paul A. Bible is the trustee (the “
Trustee
”) of Second Universe Trust (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Nicholas J. Pritzker is the trustee (the “
Trustee
”) of the Nicholas J. Pritzker Revocable (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
J.P. Morgan Trust Company (Bahamas) Limited is the trustee (the “
Trustee
”) of 2010 N3 Purpose Trust (the “
Recipient Trust
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trust of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Tao Capital Partners LLC is the managing member of Tao Invest LLC (the “
Recipient Company
”).
|
4.
|
Contemporaneously with the receipt by the Recipient Company of the shares of Hyatt Common Stock, the Recipient Company hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Recipient Company further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
5.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
6.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
7.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
By:
|
Tao Capital Partners LLC,
|
Its:
|
Managing Member
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
Trust GPP-PTA
|
Trust GPP-PTB
|
Trust APP-NPT
|
Trust MPP-NPT
|
Trust JPP-NPT
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
CIBC Trust Company (Bahamas) Limited is Trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Recipient Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with the receipt by the Recipient Trusts of the shares of Hyatt Common Stock, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
Trust TJP-PTA
|
Trust TJP-PTB
|
Trust JNP-NPT
|
Trust BTP-NPT
|
Trust DTP-NPT
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
Maroon Private Trust Company, LLC has been appointed and has consented to serve as trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with becoming the trustee of the Trusts, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof.
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
Trust TJP-PTA
|
Trust TJP-PTB
|
Trust JNP-NPT
|
Trust BTP-NPT
|
Trust DTP-NPT
|
1.
|
Reference is made to the Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the Adult Beneficiaries from time to time signatories thereto (as amended from time to time, the “
Foreign GH Agreement
”).
|
2.
|
Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Foreign GH Agreement.
|
3.
|
UDQ Private Trust Company, LLC has been appointed and has consented to serve as trustee (the “
Trustee
”) of the trusts set forth on
Schedule A
hereto (the “
Trusts
”).
|
4.
|
The Trustee acknowledges (a) receipt and review of the Foreign GH Agreement, and (b) the terms of the Foreign GH Agreement.
|
5.
|
Contemporaneously with becoming the trustee of the Trusts, the Trustee hereby joins in and agrees to be bound by the terms and conditions of the Foreign GH Agreement. The Trustee further agrees not to distribute, transfer or otherwise dispose of any shares of Hyatt Common Stock, including without limitation Class A Common Stock and Class B Common Stock, to any Pritzker or Domestic Pritzker (or other successor that the Foreign GH Agreement provides is to be bound by any provision thereof) unless such distributee or transferee (including, if the distributee or transferee is a trust, such trust and the trustee thereof) signs and delivers to the parties to the Foreign GH Agreement a written Acknowledgement and Joinder in the form hereof..
|
6.
|
This Acknowledgement and Joinder is solely for the benefit of all parties to the Foreign GH Agreement from and after the date hereof, and no other Persons shall be third party beneficiaries hereof.
|
7.
|
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
|
8.
|
This Acknowledgement and Joinder may be executed in one or more counterparts, each of which shall be deemed to constitute an original and all of which together shall constitute one document.
|
9.
|
When this Acknowledgement and Joinder is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Acknowledgement and Joinder shall be construed as imposing any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such personal liability, if any, having been expressly waived by the parties by their execution hereof. Any liability of a trust hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof and any recourse against a trustee shall be solely against the assets of the pertinent trust.
|
Trust GPP-PTA
|
Trust GPP-PTB
|
Trust APP-NPT
|
Trust MPP-NPT
|
Trust JPP-NPT
|
|