Exhibit 10.1


 


AMENDMENT


TO


STEPHEN F. BOLLENBACH EMPLOYMENT AGREEMENT


 


THIS
AMENDMENT is made this 31st day of March, 2006, by and between Hilton Hotels
Corporation, a Delaware corporation (the “Company”) and Stephen F. Bollenbach
(the “Executive”).


 


WHEREAS,
the Executive and the Company entered into an amended and restated employment
agreement dated as of November 11, 2004, and amended as of January 27,
2005 (the “Employment Agreement”); and


 


WHEREAS,
the Company and the Executive desire to amend Section 3(h)(iii) of the
Employment Agreement as it relates to the performance goals applicable to the
Performance Shares (as defined in the Employment Agreement).


 


NOW,
THEREFORE, the Employment Agreement is amended as follows:


 


1. Effective
as of January 1, 2006, Section 3(h)(iii) is hereby amended to read,
in its entirety, as follows:


 


(iii)                               Performance Share Grant. In each year of the Employment Period (but
subject to the Executive’s continued employment through the applicable grant
date), the Executive shall be granted, at the same time each year as grants are
made generally to other executives, performance share units and/or such other
equity incentive grants as the Compensation Committee of the Board deems
appropriate, under the New Stock Plan (the “Performance Shares”). The value of
the grant(s) made shall equate, at “targeted performance,” to 140,000 shares of
the Company’s common stock. The actual value to be earned with respect to
Performance Shares shall be determined by the Compensation Committee based on
the level of achievement of certain performance goals determined by the
Compensation Committee for each performance period. The performance goals applicable
to the Performance Shares shall be the same performance goals applicable to
performance share units granted generally to other executives for the
applicable performance period. Each grant of Performance Shares shall vest on
the last day of the last year of the relevant performance period (even if that
occurs after the Retirement Date) provided that the Executive is employed until
the Retirement Date.  In addition, each
grant of Performance Shares shall also vest upon the occurrence of a Triggering
Event (including a Change of Control, but as defined in the New Stock Plan). To
the extent that the Performance Shares consist of stock options, each such
option that becomes exercisable in accordance with the terms of the grant shall
remain exercisable for the same period as the New Option. The Performance
Shares shall be subject to the terms of the New Stock Plan in all respects not
described herein.


 

















 


Notwithstanding the foregoing, in the event the
Company determines not to make performance share unit grants to executives
generally for any year during the Employment Period, the Executive shall still
be granted Performance Shares, to be earned based on achievement of performance
goals determined by the Compensation Committee.


 


2. In
all respects not amended, the Employment Agreement is hereby ratified and
affirmed.


 


IN
WITNESS WHEREOF, the Company and the Executive have caused
this Amendment to be executed on the day and year first above written.


 


 


	
   

  	
   

  	
  HILTON HOTELS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madeleine A.
  Kleiner

  	
   

  
	
   

  	
   

  	
  Madeleine A.
  Kleiner

  
	
   

  	
   

  	
  Executive Vice
  President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  STEPHEN F.
  BOLLENBACH

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stephen F.
  Bollenbach