EX-10.46



 Exhibit 10.46 

SEAWORLD ENTERTAINMENT, INC. 

OUTSIDE DIRECTOR COMPENSATION POLICY 

(Effective as of March 4, 2014) 

SeaWorld Entertainment, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the
Board of Directors (the “Board,” and members of the Board, “Directors”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company or The Blackstone Group L.P.
(“Outside Directors”). This Outside Director Compensation Policy (this “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. The cash
compensation and equity grants described in this Policy will be paid or made, as applicable, automatically and without further action of the Board, to each Outside Director. Unless otherwise defined herein, capitalized terms used in this Policy will
have the meaning given such terms in the Company’s 2013 Omnibus Incentive Plan (the “Plan”). Outside Directors will be solely responsible for any tax obligations they incur as a result of the equity and cash payments received
under this Policy. 
  

	I.	CASH COMPENSATION. 

 A. Annual Fee. Subject to Section I.B. below, the
Company will pay each Outside Director an annual fee of $60,000 for serving on the Board (the “Annual Fee”). The Annual Fee will be paid, in arrears, in four equal installments on a quarterly basis with each quarterly payment paid
on the last day of the applicable quarter. 
 B. Annual Board Chairperson Fee. In lieu of the Annual Fee, the Company will pay the
Outside Director who serves as the Chairperson of the Board an annual fee of $200,000 for such service (the “Annual Board Chairperson Fee”). The Annual Board Chairperson Fee will be paid, in arrears, in four equal installments on a
quarterly basis with each quarterly payment paid on the last day of the applicable quarter. 
 C. Annual Committee Chairperson Fee.
In addition to the Annual Fee or the Annual Board Chairperson Fee, as applicable, the Company will pay each Outside Director who serves as the Chairperson of the Audit Committee, Compensation Committee or Nominating and Corporate Governance
Committee of the Board the applicable annual fee set forth in the table below for such service (the “Annual Committee Chairperson Fee”). The Annual Committee Chairperson Fee will be paid, in arrears, in four equal installments on a
quarterly basis with each quarterly payment paid on the last day of the applicable quarter. 
  

					
	 Committee
	  	Annual
Committee
Chairperson Fee	 
	 Audit Committee
	  	$	20,000	  
	 Compensation Committee
	  	$	10,000	  
	 Nominating and Corporate Governance
	  	$	10,000	  








 D. Committee Members. There are no additional fees for a non-Chairperson’s service as
a member of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee of the Board. 
 E. Meetings of
the Board or Committees. There are no per meeting attendance fees for attending Board meetings or meetings of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee of the Board. 

F. Special Committees. In the event that the Board appoints any Outside Director to a special committee of the Board, the Board will
determine the amount and terms of any fees payable to such Outside Director for service on such special committee at the time of appointment. 

G. Newly Elected or Appointed Outside Director; Ceasing Board Service. The Company will pay each individual who is first elected or
appointed as an Outside Director after the effective date of this Policy a prorated portion of the applicable annual fees set forth in this Section I based on the number of days that the Outside Director provided partial service during the year of
election or appointment. If any Outside Director ceases to serve on the Board for any reason, the Company will pay such Outside Director a prorated portion of the quarterly installment due to such Outside Director under this Section I based on the
number of days that such Outside Director provided partial service during the applicable quarter. Subject to Section I.H. below, after payment of the aforementioned prorated quarterly installment to any Outside Director that ceases to serve on the
Board, the Company will have no further obligations to such Outside Director under this Section I. 
 H. Reimbursement of Expenses.
The Company will reimburse each Outside Director for all reasonable and documented travel and lodging expenses associated with attendance at Board and committee meetings in accordance with the Company’s then current policies. 

 

	II.	EQUITY COMPENSATION. 

 Outside Directors will be entitled to receive all types of
Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to this Section II will be automatic and will be made in accordance with the
following provisions: 
 A. Initial Award. Each individual who is first elected or appointed as an Outside Director after the
effective date of this Policy, will automatically be granted, on the date of such initial election or appointment, an Award (“Initial Award”) of Restricted Stock with an aggregate Fair Market Value of $120,000. 

B. Annual Award. On the date of each Annual Stockholders Meeting of the Company, beginning with the 2014 Annual Stockholders Meeting of
the Company, but after any stockholder votes are taken on such date, each Outside Director who is to continue to serve as such will automatically be granted an Award (“Annual Award”) of Restricted Stock with an aggregate Fair Market
Value of $120,000, provided that such Outside Director has served on the Board for at least the preceding six (6) months. 

  
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 C. Vesting. Each Initial Award and Annual Award will vest in three equal installments,
with one-third vesting on each of the first, second and third anniversaries of the date of grant, subject to the Outside Director’s continued service on the Board through each such vesting date. In addition, each Initial Award and Annual Award
will become fully vested upon the occurrence of a Change in Control (as defined in the Plan) provided that the Outside Director serves on the Board through the date of such Change in Control. 

D. Award Agreement. Each Initial Award and Annual Award granted pursuant to this Policy will be made solely by and subject to the terms
set forth in a written agreement in a form, consistent with the terms of the Plan, approved by the Board (or the Compensation Committee of the Board) and duly executed by an executive officer of the Company. 

 

	III.	AMENDMENT, MODIFICATION AND TERMINATION. 

 This Policy may be amended, modified or
terminated by the Board in the future at its sole discretion. 

  
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