EX-10.5



 Exhibit 10.5 

SEAWORLD ENTERTAINMENT, INC. 

STOCK OWNERSHIP GUIDELINES 

Adopted March 14, 2014 

Amended and Restated as of March 3, 2015 
  

	I.	General Statement 

 The Board of Directors of SeaWorld Entertainment, Inc., a Delaware
corporation (the “Company”) has adopted these Stock Ownership Guidelines (these “Guidelines”) to further align the interests of the Company’s executives and non-employee members of the Company’s Board of
Directors with the interests of the Company’s stockholders. 
  

	II.	Stock Ownership Guidelines 

 These Guidelines provide that members of the Company’s
senior management who are considered executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, other members of the Company’s Operations Committee and non-employee members of the Company’s Board
of Directors, will be subject to stock ownership guidelines established as a multiple of annual base salary or annual cash retainer, as follows: 
  

			
	 Leadership Position
	  	 Value of Shares

	Chief Executive Officer	  	6x annual base salary
		
	Non-employee directors	  	5x annual cash retainer
		
	 Chief Financial Officer
 Chief Parks Operations
Officer
 Chief Legal and Corporate Affairs Officer
	  	3x annual base salary
		
	 Chief Creative Officer
 Chief Human Resources
Officer
 Chief Zoological Officer
	  	2x annual base salary
		
	 Chief Accounting Officer
 Other Operations
Committee Members
	  	1x annual base salary

  

	III.	Stock Ownership Definition 

 Stock that counts toward satisfaction of these Guidelines
include: (a) shares of the Company’s common stock owned directly by the individual or his or her immediate family members residing in the same household, whether held individually or jointly (including, without limitation, shares of
restricted stock to the extent the restrictions applicable thereto have lapsed and shares received upon the settlement of restricted stock units); (b) shares of the Company’s common stock held in an individual’s IRA accounts;
(c) shares of the Company’s common stock held in the Company’s 401(k) plan; (d) shares of time-based restricted stock (to the extent the restrictions have not lapsed) or time-based restricted stock units (whether or not the
restrictions have lapsed); (e) shares of performance-based restricted stock (to the extent the restrictions have 







 
not lapsed) or performance-based restricted stock units (whether or not the restrictions have lapsed), in each case, issued prior to the date of the initial adoption of these Guidelines;
(f) shares of the Company’s common stock held in a grantor trust for the benefit of the individual or his or her immediate family members residing in the same household; and (g) shares of the Company’s common stock owned by a
partnership, limited liability company or other entity to the extent of the individual’s interest therein (or the interest therein of his or her immediate family members residing in the same household) but only if the individual has or shares
power to vote or dispose of the shares. For avoidance of doubt, the following equity awards do not count toward satisfaction of these Guidelines: (1) outstanding stock options and (2) performance-based restricted stock (to the extent the
restrictions have not lapsed) or performance based restricted stock units (whether or not the restrictions have lapsed), in each case, issued on or after the date of the initial adoption of these Guidelines. 

 

	IV.	Compliance with Stock Ownership Guidelines 

 The determination of whether an individual
meets the specified guideline level of ownership will be made as of the last day of the fiscal year by using the average closing market price on the New York Stock Exchange (or such other national securities exchange on which the Company’s
common stock is then principally listed) of a share of the Company’s common stock for the prior 60-day period. 
  

	V.	Stock Retention Requirements 

 Until such time as an individual covered by these
Guidelines has achieved compliance with these Guidelines, or becomes non-compliant due to a reduction in stock price, he or she will be required to retain at least fifty percent (50%) of the Net Shares that are acquired as a result of the
exercise, vesting or payment of any Company equity awards granted to such individual until compliance is achieved or re-achieved. “Net Shares” are those shares that remain after shares are sold or withheld, as the case may be, to
pay any applicable exercise price for the award and satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award. Because an individual covered by these Guidelines must retain a percentage of Net Shares
acquired from Company equity awards until such individual satisfies the specified guideline level of ownership, there is no minimum time period required to achieve the specified guideline level of ownership. The retention requirements of this
Section V shall only apply to Net Shares realized after the date of the initial adoption of these Guidelines. 
  

	VI.	Hardships and Waivers 

 There may be instances in which these Guidelines would place a
hardship on an individual covered by these Guidelines or prevent such individual from complying with a court order, such as a divorce settlement. In these instances, such individual must submit a request in writing to the Company’s Compensation
Committee summarizing the circumstances and describing the extent to which an exemption is being requested. The Compensation Committee, in its sole discretion, shall make the final decision as to whether an exemption will be granted. 

  
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