Published on 06 Apr 2023 • USA (National/Federal) |
EMPLOYMENT AGREEMENT | Chief Executive Officer & Chairman of the Board and Chief Executive Officer January 1, 2022 | Co-Chief Executive Officer October 19, 2022 | Chief Executive Officer February 23, 2021 |
MARKET CAPITALIZATION AT FILING | Approximately $1.4 billion. | Approximately $3.4 billion. | Approximately $6.9 billion |
TERM OF THE AGREEMENT | Initial term of three years (Initial Term); automatically renews for one-year periods (Renewal Term) unless either party provides written notice of their intent not to renew the employment agreement at least 180 days before the end of the Initial Term or the then-effective Renewal Term (Renewal Term and Initial Term together, the Employment Period). | Fixed term of five years.* *The five-year term began on August 3, 2020, the effective date of the executive's original employment agreement with the employer (Original Agreement). The Original Agreement was amended and restated as of March 9, 2022 (Prior Agreement). | Initial term of approximately three years and three months. No later than 180 days before the expiration of the initial term, the parties will begin good faith negotiation regarding a possible extension. |
ANNUAL RATE OF BASE SALARY | $775,000, subject to annual review for increase by the board. | $1,350,000. | $1,030,000, subject to annual review for increase by the board. |
ANNUAL BONUS AND CASH INCENTIVES | Eligible to receive a discretionary annual bonus with a target bonus of 150% of base salary and a maximum bonus of 300% of base salary payable as determined by the Playa board. The executive must be an employee on the last day of the year for which the bonus is attributable to receive an annual bonus. The executive may be eligible to participate in other incentive compensation programs provided to senior executives. | Eligible to participate in the employer's discretionary bonus plan, with an annual target bonus based on a percentage of the executive's base salary. Effective as of July 22, 2022, the executive's annual target bonus is 160% of annual base salary. For the 2022 bonus, the executive's annual target bonus will be calculated based on a target of 158% of base salary from January 1, 2022, through July 1, 2022, and a target of 160% of base salary from July 22, 2022, through December 31, 2022. The annual bonus is payable based on the achievement of employer financial and strategic performance measures and individual performance measures. | Eligible to earn an annual target incentive compensation award each fiscal year during the term equal to 150% of base salary under the employer's annual incentive plan, payable based on attainment of performance goals, criteria or targets established by the board, and subject to the board's discretion to grant awards. |
SIGN-ON EQUITY GRANTS | None specified. | The Original Agreement provided for grants of performance stock units (PSUs) valued at $15,000,000 (Initial Sign-on Inducement Grant) and the Prior Agreement provided for a grant of PSUs valued at $7,500,000 (together with the Initial Sign-on Inducement Grant, the Inducement Grants). $6,000,000 of the Initial Sign-on Inducement Grant (First Tranche PSUs) was granted under the employer's omnibus incentive plan (OIP), effective on or about August 5, 2020 (Start Date), with the grant value determined based on the 30-day trailing average of the employer's common stock price ending on the Original Agreement's effective date. The remaining $16,500,000 of the Inducement Grants (Second Tranche PSUs) is granted under the OIP, effective on or about October 1, 2022, with the grant value determined based on the 30-day trailing average of the employer's common stock price as of the grant date. The First Tranche PSUs vest on September 30, 2022, and the Second Tranche PSUs vest on September 30, 2025, in each case subject to performance measures established by the board. | None specified. |
ONGOING EQUITY GRANTS | Eligible to participate in any equity incentive plan of the employer under which similarly situated senior executives are eligible to receive equity awards, with terms and amounts determined by the Playa board in its discretion. | Eligible to receive equity grants of PSUs and restricted stock units (RSUs) under the OIP. For the calendar year 2023, entitled to an equity grant with a target grant date value of $3,575,000. | Eligible for equity award grants, as determined by the board, under the employer's 2018 equity and incentive plan at a level commensurate with the executive's position as a senior executive officer. Any equity awards will vest as determined by the board in its sole discretion. |
SEVERANCE ON TERMINATION BY THE EMPLOYER WITHOUT CAUSE | Payment of an aggregate amount equal to two times the sum of the executive's base salary plus target bonus for the year of termination (Severance Payment) in 24 equal monthly installments during the Severance Payment Period. Pro-rated annual bonus for the calendar year of termination, based on actual performance. Payment of the Additional Amount until the earlier of the end of the Severance Payment Period or when the executive becomes eligible to obtain insurance coverage under another group insurance plan. Severance on termination for good reason is the same as severance on termination without cause. | In lieu of any severance benefits the executive may otherwise be entitled to under any severance plan or program of the employer, the executive receives:
Severance on termination for good reason is the same as severance on termination without cause. | In lieu of any other severance benefits the executive may otherwise be entitled to under any employer severance plan, the executive will receive:
Severance on termination for good reason is the same as severance on termination for without cause. |
SEVERANCE ON EXPIRATION OF THE TERM OF THE AGREEMENT | If the Employment Period ends due to non-renewal, then the executive receives six months of base salary payable in six equal monthly installments. | None. | If the employer fails to offer to renew the employment agreement on substantially similar terms before the end of the then-current term, the executive may terminate employment for good reason (see Severance on termination for good reason). |
DOUBLE-TRIGER CHANGE OF CONTROL BENEFITS | If the employer terminates the executive’s employment without cause or the executive terminates employment for good reason, in either case, within 2 years following a change in control (CIC), the executive will receive:
If the executive terminates employment without good reason within 60 days following a CIC or partial CIC (as defined in the employment agreement), the executive receives a severance payment equal to 3 months base salary. | In lieu of any severance benefits the executive may otherwise be entitled to under any severance plan or program of the employer, if the executive's employment is terminated by the employer without cause or by the executive for good reason on the date of or within two years following a change in control, the executive receives:
| None specified. |