Exhibit 10.1 - 3.31.15






Exhibit 10.1


                	
		
	
	

Mark Hoplamazian
President and
Chief Executive Officer


Hyatt Hotels Corporation
71 South Wacker Drive
Chicago, IL 60606 USA
T: +1 312.780.5400
F: +1 312.780.5282
mark.hoplamazian@hyatt.com










January 7, 2015




PRIVATE & CONFIDENTIAL




Maryam Banikarim
413 West 21 Street 
New York, NY 10011  




Dear Maryam:




On behalf of Hyatt Corporation (the “Employer”), I am pleased to offer you the position of Executive Vice President, Global Chief Marketing Officer, based in Chicago.  
                             
This appointment is subject to the following terms and conditions:


Job Assignment 
In this position, you will be responsible for executing your job consistent with the strategies and practices of Hyatt Hotels Corporation (“Hyatt” or the “Company”).  You will report to Mark Hoplamazian, President and Chief Executive Officer in this capacity.


Compensation 
You will be paid a gross annual base salary of $625,000 effective January 26, 2015.  Your base salary will be reviewed on March 1, 2016 and annually thereafter in line with the Employer’s compensation market benchmarking practice.   


Incentive Plan (IP)
You will be eligible to participate in the Employer Incentive Plan that is based on criteria established, from time to time, by Hyatt for its senior management and for the senior management of its various subsidiaries, as adopted by the Employer.  The current target for this role is 90% of your eligible annual base salary. 


In the event your employment with the Company, beginning no later than January 26, 2015, results in the forfeiture of your earned 2014 Incentive with your current employer, we will provide you with a cash payment equal to the amount forfeited (less appropriate withholdings). This payment will be returned to the Company in the event you elect to terminate your employment prior to December 31, 2015.











Hyatt Long Term Incentive Plan
You will be eligible for equity-based compensation as a participant under the Hyatt Hotels Corporation Long Term Incentive Plan (“LTIP”).   The type and actual amount of award may vary, but will generally be based upon your performance, performance of Hyatt and performance of your business unit or function.  It is expected that the grant value in 2015 for this role will be approximately $1,200,000 and delivered equally in Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), and Performance Shares (PSs). As with all LTIP participants, no future awards are guaranteed.  All awards under the LTIP are subject to the approval of the Compensation Committee of the Company’s Board of Directors and will be subject to the terms of the LTIP, the standard form of award agreement then in effect and such other terms and conditions as the Compensation Committee may determine.  Hyatt also reserves the right to amend, modify or terminate the LTIP at any time.  


Additionally, subject to approval by the Compensation Committee of the Board of Directors at its next regularly scheduled meeting following your employment start date, you will receive a grant of RSUs with an award value of $2,750,000 in lieu of your unvested equity at your current employer.  If approved by the Compensation Committee and otherwise subject to the terms and conditions of the RSU award agreement, this initial grant would be delivered and vest as follows:  $1,750,000 in RSUs, beginning with 50% on the first anniversary, 30% on the second anniversary, and 10% on each of the third and fourth anniversaries. The remaining $1,000,000 of value will be delivered in SARs that will cliff vest on the third anniversary.  The vesting schedule is subject to change pending approval of the Compensation Committee.


Benefits
In this role, you will receive the following benefits, subject to eligibility:


		
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	Medical and Dental insurance


		
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	Life Insurance


		
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	401(k) Retirement Savings Plan


		
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	Deferred Compensation Plan (DCP)


		
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	Disability Coverage


		
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	Paid Time Off (PTO) Accrual 


		
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	Use of the Company Dining Room




Board Eligibility
As an executive officer of the Company, you will devote such time as is necessary to perform the job duties to which you have been assigned. You shall be eligible to serve on the board of a public company after your first anniversary of employment with the Company.  Service as a director must not interfere with your responsibilities, and the public company must not compete with the Company in any manner.  


Relocation
You have been provided details concerning our relocation policy under separate cover. We understand that your children will complete their school year in New York in June 2015, after which time you will relocate to Chicago. The Company will provide you with a furnished apartment in Chicago and travel to New York during this transitional period.  


Non-solicitation and Non-competition
You agree that while employed by the Company and or by any Company Affiliate (‘Company, Hyatt Hotels Corporation, and Hyatt Hotels Corporation’s subsidiaries and affiliates’), and for a period of two years beginning on the date that your employment with the Company or with any Company Affiliate terminates, regardless of the reason for such termination, you will not, directly or indirectly, whether on your behalf or on behalf of any other party, induce, solicit, or attempt to persuade any employee of any Company Affiliate to terminate his or her employment with such Company Affiliate. In the event that you are found by a court of competent jurisdiction to have violated this section, the time period in this section that restricts your activity shall be extended for one day for each day that you are found to have been violating this section, up to a maximum of two additional years.











You agree that for a period of one year beginning on the date that your employment with the Company or with any Company Affiliate terminates, regardless of the reason for such termination, you will not engage in Competition with the Company or any Company Affiliate. “Competition” shall mean the provision of services as an employee, contractor, director, advisor, or in any other capacity, or ownership, directly or indirectly, for or with a competitor that is competitive with those aspects of the Company’s business that you were involved in, had supervisory responsibility over or was provided confidential information or trade secret about during your employment with the Company. You stipulate that this covenant is fair, reasonable and necessary for the protection of the Company’s trade secrets, confidential business information and other legitimate business interests and that you have received adequate consideration for this covenant as set forth in this document.


Acceptance
Please review this document and the attached agreements in detail and consult with an attorney if necessary, to understand the content of these provisions and to evaluate whether they conflict with any other agreements you may have already signed.
Your continued employment at Hyatt is at-will, and the terms and conditions of this offer are intended to be for your information only. You will need to comply with all Hyatt policies, including, but not limited to the Hyatt Employee Handbook, Hyatt’s Code of Business Conduct and Ethics and such other policies Hyatt has adopted.
Maryam, this letter sets forth the pertinent details associated with your selection for this role. Should you have any further questions, please contact me, or Robb Webb at 312.780.5912. 
I look forward to working closely with you.
Yours Sincerely,


/s/ Mark Hoplamazian


Mark Hoplamazian
President & CEO
Hyatt Hotels Corporation






Cc:        Robb Webb, Chief Human Resources Officer
Lauren Brown, Vice President Compensation
 























I have read and fully understand the terms and conditions of my employment as Executive Vice President, Global Chief Marketing Officer.




Acceptance:    /s/ Maryam Banikarim
Maryam Banikarim




Date:        January 7, 2015