Employment Letter - Mr. Thomas J. Pritzker



 Exhibit 10.19 
  

					
	

	  		  	 Hyatt Hotels Corporation
 71 South Wacker
Drive
 Chicago, IL 60606
 317-780-5816
 Fax: 312-780-5282


 July 30, 2009 
 CONFIDENTIAL 
 Thomas J. Pritzker 
 c/o
The Pritzker Organization, LLC 
 71 South Wacker Drive, 47th Floor 
 Chicago, Illinois 60606

 Dear Tom: 
 This letter agreement will set forth the terms of
your employment as Executive Chairman of the Board of Hyatt Hotels Corporation (“Hyatt” or the “Company”) commencing August 1, 2009 (the “Effective Date”), and shall supersede and replace any
prior agreements and understandings between you and Hyatt related to you employment with Hyatt (“Prior Agreements”). 
  

			
	Position:	  	Executive Chairman of the Board.
		
	Board:	  	Prior to the initial public offering of the Company’s common stock (“IPO”), so long as you are a member of the Company’s Board of Directors
(“Board”) you will be appointed as Executive Chairman. Following the IPO, so long as you are a member of the Board of the Company, the Company will use commercially reasonable efforts to appoint you as Executive Chairman as long as
you are willing and able to serve in that office. If you are not re-appointed as Executive Chairman, you will be entitled to terminate your employment with the rights and entitlements available to you under the Company’s Severance Plan (as in
effect and as amended from time to time, the “Severance Plan”) as if your employment was terminated by the Company without Cause.
		
	Reporting:	  	You will report to the Board.
		
	Scope:	  	You will devote sufficient business time and attention to the business and affairs of the Company as reasonably necessary to fulfill your duties and responsibilities hereunder. You will be
permitted to (a) engage in civic, philanthropic or similar activities and teach or speak at educational or civic institutions or organizations, (b) manage your personal affairs and investments, and (c) engage in other business
activities.
		
	Term:	  	From the Effective Date through December 31, 2012. Notice by the Company or you to extend the term of your employment with the Company beyond December 31, 2012 must be delivered to the other
party in writing









			
		  	on or before June 30, 2012. Any agreement to extend the term of your employment with the Company will set forth the terms and conditions of any such extension and executed by you and on
behalf of the Company.
		
	Base Salary:	  	From and after August 1, 2009, your base salary will be $475,000 on an annualized basis (payable in accordance with the Company normal payroll of base salary to senior executives), less
required tax and other authorized withholdings. Your salary will be reviewed annually by the Compensation Committee of the Board (the “Committee”) and may be increased at their discretion.
		
	Annual Equity Participation:	  	For the 2010 year and thereafter, you will be eligible for annual grants under the Amended and Restated Global Hyatt Long Term Incentive Plan (as amended and restated from time to time,
“LTIP”) grants similar to other senior executives of Hyatt; provide that all LTIP grants for services relating to calendar year 2012 shall be made no later than December 31, 2012, unless the term of your employment with the Company
is extended beyond December 31, 2012 as provided above. Such annual LTIP grants currently take the form of stock appreciation rights (“SARs”) and/or restricted stock units (“RSUs”) and vest pro rata annually over
the vesting period determined by the Committee (as Administrator of the LTIP), however, in the future such vesting may be, in part, performance based as determined by the Committee. Beginning with calendar year 2010, your annual grants will be
targeted to have a grant date fair value (as determined under FAS 123R) equal to 500% of your base salary.
		
	LTIP:	  	 All SAR and RSU grants, whether annual or supplemental, will be subject to the terms and conditions set forth in the LTIP (including the class of
shares available) and the applicable award agreements approved by the Committee; provided that to the extent your employment with the Company terminates for any reason other than cause (as defined in the Severance Plan) prior to full vesting of any
of your LTIP awards, such awards will continue to vest and be exercisable and payable as if your employment continued so long as you (a) provide a general release of claims against the Company in such form as the Company may reasonably require and
(b) you do not engage in Competition (as defined below). If you do not provide a general release of claims against the Company, you revoke or violate such release or you engage in Competition with the Company, then you will forfeit any LTIP awards
which were not vested upon your termination of employment.
  
 For this purpose
“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, as determined in the sole discretion of the
Committee; provided, however, you will not be deemed to be engaged in Competition by reason of your ownership of less than 5% of any public company that is a Competitor, whether directly or


  

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		  	 indirectly. A “Competitor” shall mean any enterprise a principal business of which is the ownership, management and/or development
of hotels, resorts and/or timeshares and fractional properties in any geographic area in which the Company is then conducting or planning to conduct such business, and which actively competes with the Company for customers, as determined in the sole
discretion of the Committee.
  
 To the extent that Hyatt’s common stock is not
publicly traded, any shares of Hyatt common stock received upon exercise of the SARs or upon settlement of the RSUs will be subject to the terms and conditions, including transfer restrictions, set forth in the Amended and Restated
Stockholders’ Agreement applicable to LTIP participants (as amended from time to time).

		
	Benefits:	  	 As an employee of Hyatt you will receive the following benefits at the level and under terms which, in the aggregate are substantially equivalent to
those provided from time to time to the Company’s senior executive officers generally:
  
 •        Medical and Dental insurance
  
 •        Life
Insurance
  
 •        401(k) and Retirement Savings Plan
  
 •        Disability Coverage
  
 •        Vacation benefits
  
 •        Automobile lease in accordance with Hyatt’s policies for
officers
  
 •        Monthly parking in Hyatt Center
  
 •        Executive Dining Room privileges for you and your business
guests
  
 •        Deferred Compensation Plan
  
 •        Executive Medical Plan
  
 All our benefit plans and programs are subject to change or termination at any time at the
discretion of the Committee or the Board.

		
	 Termination;
 Severance;
 Change of
 Control:
	  	Upon termination of your employment with the Company your rights to any severance will be determined under the Severance Plan (or, if applicable, the Company’s Change in Control Plan, as in
effect and as amended from time to time (the “CiC Policy”)) applicable to your position, if any, as in effect at such time.
		
	 Restrictive
 Covenants:
	  	You will be bound by the restrictive covenants set forth in your LTIP award agreements and in your Confidentiality, Intellectual Property, Non-Solicitation and Non-Disparagement Agreement
(“CIPN&N Agreement”).

  

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	Legal Costs:	  	You will be responsible for any legal costs associated with this letter agreement.
		
	Indemnification:	  	You shall be indemnified to the maximum extent provided under the indemnification provisions for officers and directors of the Company set forth in the Company’s Certificate of
Incorporation and Bylaws.
		
	Other:	  	As a condition of your continued employment with Hyatt, you confirm that you have signed or will agree to execute to a CIPN&N Agreement and the Company’s Code of Business Conduct and
Ethics. In addition, you will be bound by all company policies to the extent that they apply to senior executives of the Company, including, the T&E Policy, the Internet Use Policy, the Compensation Recovery Policy, the Share Ownership
Guidelines, the Severance Plan and the CiC Policy.

 Please note that your employment at Hyatt is “at will.” This means that you may resign from Hyatt at any
time with or without cause, and Hyatt has the right to terminate your employment with or without cause at any time subject to the terms of any Company polices applicable to your position at the time of termination, including, without limitation, the
Severance Policy and the CiC Policy. Neither this letter agreement nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration. This letter agreement supersedes and replaces all
prior written and oral communication on employment related subjects, including any Prior Agreements. 
  

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 Please sign and date this letter agreement in the space indicated and return it to my attention to evidence your
understanding and agreement to the terms set forth herein. 
 Sincerely, 
  

	
	 /s/ Mark S. Hoplamazian


 Mark S. Hoplamazian 
 President and Chief Executive Officer 
 Hyatt Hotels Corporation 
 Acknowledged and Agreed: 
  

	
	 /s/ Thomas J. Pritzker

	Thomas J. Pritzker

 Date: July 30, 2009 
  

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