First Amendment to the Amended & Restated Hyatt Corp Deferred Compensation Plan



 EXHIBIT 10.2 

FIRST AMENDMENT 

TO THE AMENDED AND RESTATED 

HYATT CORPORATION DEFERRED COMPENSATION PLAN 

WHEREAS, Hyatt Corporation maintains the Amended and Restated Hyatt Corporation Deferred Compensation Plan (the “Plan”);

 WHEREAS, Hyatt Corporation has deemed it desirable to amend the Plan to merge the Hyatt International Corporation U.S.
Retirement Plan and the Hyatt International Corporation U.S. Restricted Deferred Incentive Compensation Plan into the Plan; 

WHEREAS, Hyatt Corporation has deemed it desirable to accept the transfer of certain Participants’ accounts from the Hyatt
International Hotels Retirement Plan into the Plan; and 
 WHEREAS, Hyatt Corporation wishes to acknowledge that certain
international hotels are participating Employers in the Plan for purposes of determining Distribution Events, but may not make contributions for Participants; and 

WHEREAS, Hyatt Corporation wishes to clarify certain aspects of the Plan with regard to its administration 

NOW, THEREFORE, IT IS RESOLVED, that the Plan shall be, and hereby is, amended in the form of this First Amendment to the Plan, as
follows: 
  

	1.	The following is hereby added to the end of the first paragraph on page 1 of the Plan: 


The Hyatt International Corporation U.S. Retirement Plan (“International U.S. RP”) and the Hyatt International Corporation U.S.
Restricted Deferred Incentive Compensation Plan (“International U.S. RDICP”) were established as of December 31, 2004 and will be considered Prior Plans as noted above. The International U.S. RP and International U.S. RDICP are hereby
amended, restated and merged into the Plan, effective May 3, 2010 and the Plan hereby accepts the transfer of accounts from the Hyatt International Hotels Retirement Plan. The vesting and distribution terms of the Hyatt International Hotels
Retirement Plan are identical to the International U.S. RP and accordingly, the amounts transferred from the Hyatt International Hotels Retirement Plan shall be subject to the same vesting and distribution provisions applicable to the International
U.S. RP under Appendix C. 
  

	2.	The following is substituted for the last sentence of Section 9.1: 


If a Participant’s Account contains Hyatt Stock, then the number of shares of Hyatt Stock in the Participant’s Account as of the
Payment Date will be determined and the shares of Hyatt Corporation Class A common stock will be distributed to the Participant by depositing it into the Participant’s individual brokerage account at the Company’s current stock plan
administrator, subject to the Plan’s withholding of the number of shares of Hyatt Stock to meet tax obligations as noted in Section 13.3. 
  

	3.	The following is substituted for Section 13.2(c): 








 (c) The Employer, or the trustee of the Trust, shall withhold from any payments made to a
Participant under this Plan all Federal, state and local income, employment and other taxes required to be withheld by the Employer, or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the
sole discretion of the Employer. 
  

	4.	Appendix B is hereby replaced with the revised Appendix B. 

  

	5.	Appendix C is hereby replaced with the revised Appendix C. 


IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Plan to be effective as of this 3rd day of May, 2010. 

 

			
	HYATT CORPORATION
		
	By:	 	/s/ Mark S. Holpamazian
		 	     Mark S. Hoplamazian
		
	Its:	 	President & Chief Executive Officer









 Appendix B 

Each of the following entities is an Employer as described in Section 1.19 of the Plan: 

 

	
	 
	
Employer/Hotel

 

	
Andaz Costa Rica Papagayo

	
Andaz Delhi

	
Aryaduta Hotel Jakarta

	
Bali Hyatt

	
Burvan Hotel Associates

	
Cerromar Development Partners, L.P.

	
Grand Hyatt Bangalore

	
Grand Hyatt Beijing

	
Grand Hyatt Fukuoka

	
Grand Hyatt Guangzhou

	
Grand Hyatt Hong Kong

	
Grand Hyatt Hyderabad

	
Grand Hyatt Jakarta

	
Grand Hyatt Jakarta

	
Grand Hyatt Kanai Riviera Maya

	
Grand Hyatt Macau

	
Grand Hyatt Manila

	
Grand Hyatt Melbourne

	
Grand Hyatt Mumbai

	
Grand Hyatt Santiago

	
Grand Hyatt Sao Paulo

	
Grand Hyatt Shanghai

	
Grand Hyatt Shenyang

	
Grand Hyatt Shenzhen

	
Grand Hyatt Signapore

	
Grand Hyatt Taipei

	
Grand Hyatt Tokyo

	
Grand Toronto Venture, L.P.

	
HTS Loan Servicing, Inc.

	
HTS San Antonio, L.P.

	
Hyatt Aruba, N.V

	
Hyatt Corporation

	
Hyatt Foreign Employment Services, Inc.

	
Hyatt Hotel and Casino Manila

	
Hyatt Hotel Canberra, a Park Hyatt Hotel

	
Hyatt Hotels Corporation

	
Hyatt Hotels Corporation of Kansas

	
Hyatt Hotels of Canada, Inc.

	
Hyatt India Consultancy Private Limited

	 Hyatt International
Corporation










	
	 
	
Employer/Hotel

 

	
Hyatt International Hotel Management [Beijing] Co. Ltd.

	
Hyatt International Property Management [Beijing] Co. Ltd.

	
Hyatt International Sales Limited

	
Hyatt International Technical Services, Inc.

	
Hyatt International-Asia Pacific Limited

	
Hyatt International-Japan, Limited

	
Hyatt International-Latin America, Ltd.

	
Hyatt International-SEA [Pte]Limited

	
Hyatt International-Southwest Asia, Limited

	
Hyatt Lacsa Services, Inc.

	Hyatt Louisiana, LLC as agent of DTRS New
Orleans, LLC d/b/a Hyatt Regency New Orleans
	
Hyatt of Australia Limited

	
Hyatt of China Limited

	
Hyatt of Guam Limited

	
Hyatt of Macau, Ltd.

	
Hyatt of Mexico, S.A. de C.V.

	
Hyatt of Singapore [Pte] Limited

	
Hyatt on the Bund, Shanghai

	
Hyatt Regency Ahmebadad

	
Hyatt Regency Al Khobar

	
Hyatt Regency Aruba Resort & Casino

	
Hyatt Regency Bandung

	
Hyatt Regency Bangalore-Jakkur

	
Hyatt Regency Beijing

	
Hyatt Regency Bogota

	
Hyatt Regency Business Bay, Dubai

	
Hyatt Regency Canada

	
Hyatt Regency Cancun

	
Hyatt Regency Changbaishan

	
Hyatt Regency Changchun

	
Hyatt Regency Chengdu

	
Hyatt Regency Chennai

	
Hyatt Regency Chongquing

	
Hyatt Regency Colombo

	
Hyatt Regency Coolum

	
Hyatt Regency Curacao Resort Spa & Casino

	
Hyatt Regency Dalhi

	
Hyatt Regency Delhi

	
Hyatt Regency Delhi

	
Hyatt Regency Dongguan

	
Hyatt Regency Goa

	
Hyatt Regency Goa

	 Hyatt Regency
Guam










	
	 
	
Employer/Hotel

 

	
Hyatt Regency Hakone

	
Hyatt Regency Hangzhou

	
Hyatt Regency Hyderabad

	
Hyatt Regency Jinan

	
Hyatt Regency Jing Jin City Resort & Spa

	
Hyatt Regency Kathmandu

	
Hyatt Regency Kolkata

	
Hyatt Regency Kolkata

	
Hyatt Regency Koromangla, Banglore

	
Hyatt Regency Kyoto

	
Hyatt Regency Merida

	
Hyatt Regency Montreal

	
Hyatt Regency Mumbai

	
Hyatt Regency Muscat

	
Hyatt Regency Nanjing

	
Hyatt Regency Navi Mumbai

	
Hyatt Regency Osaka

	
Hyatt Regency Perth

	
Hyatt Regency Pune

	
Hyatt Regency Qingdao

	
Hyatt Regency Saipan

	
Hyatt Regency Sanctuary Cove

	
Hyatt Regency Suzhou

	
Hyatt Regency Tianjin

	
Hyatt Regency Tin Jin East

	
Hyatt Regency Tokyo

	
Hyatt Regency Toronto

	
Hyatt Regency Toronto Airport

	
Hyatt Regency Trinidad

	
Hyatt Regency Trinidad Limited

	
Hyatt Regency Vancouver

	
Hyatt Regency Villahermosa

	
Hyatt Regency Vizag

	
Hyatt Regency Wenzhou

	
Hyatt Regency Wuxi

	
Hyatt Regency Xian

	
Hyatt Regency Xuchou

	
Hyatt Regency Yogyakarta

	
Hyatt Residential Suites Fukuoka

	
Hyatt Sales, Inc.

	
Hyatt Vacation Management Corporation

	
Hyatt Vacation Marketing Corporation

	
Hyatt Vacation Ownership Inc.

	 HyCanada,
Inc.










	
	 
	
Employer/Hotel

 

	
Marion Reservations Center, L.L.C.

	
P.T. Hyatt Indonesia

	
Park Hyatt Abu Dahabi Hotel & Villa

	
Park Hyatt Aries-Palacio Duhau

	
Park Hyatt Beijing

	
Park Hyatt Beijing

	
Park Hyatt Center [Yin Tai Podium Facilities]

	
Park Hyatt Changbaishan

	
Park Hyatt Chennai

	
Park Hyatt Goa

	
Park Hyatt Guangzhou

	
Park Hyatt Hangzhou

	
Park Hyatt Hyderabad

	
Park Hyatt Kolkata

	
Park Hyatt Melbourne

	
Park Hyatt Mendoza

	
Park Hyatt Mexico City – Reforma

	
Park Hyatt Monte Del Barco

	
Park Hyatt Ningbo

	
Park Hyatt Saigon

	
Park Hyatt Sanya Sunny Bay Resort

	
Park Hyatt Shanghai

	
Park Hyatt Sydney on Sydney Harbour

	
Park Hyatt Tokyo

	
Park Hyatt Toronto

	
RCG Properties, LLC

	
Residence at the Park Hyatt Mexico City – Reforma

	
Rosemont Project Mgmt, LLC

	
Select Hotels Group, LLC

	 Yintai Centre









 Appendix C 

Installment Payout Periods, Payment Dates and Vesting 

Notwithstanding anything contained in the Plan to the contrary, the provisions of this Appendix C shall govern the Installment Payout
Period, Payment Dates and Vesting of all Transferred Amounts credited to a Participant’s Prior Plan Accounts. Provisions of this Appendix C shall govern the Prior Plan Accounts in the event that there are any inconsistencies between the main
Plan document and this Appendix C. 
 DSP 

Installment Payout Period 

For Distribution Elections made under the DSP prior to the Effective Date (December 14, 2007), the Installment Payout Period means a
period of up to fifteen (15) years. Modifications are subject to the provisions of subsection 3.2(b). 
 Payment Date 

See subsection 1.31 
 Vesting

 See subsection 6.1 

RDICP 
 Installment Payout Period 

 Non-Grandfathered Accounts.  For Distribution Elections made by the Participant under the RDICP prior to
April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. Modifications are subject to the provisions of 
subsection 3.2(b). 

Grandfathered Accounts.  For Distribution Elections made by the Participant under the RDICP prior to
April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. The Participant may modify such election, however, such election shall not become effective until the first day of the second calendar year following
the calendar year in which the election is filed with the Administrator. 
 Payment Date 

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first
Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) attainment of age 55 with at least 10 years of service with an Employer.
Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan
shall be immediately forfeited. 
 Vesting 

All Participants are fully vested. 







 RDICP II 

Installment Payout Period 

Non-Grandfathered Accounts.    For Distribution Elections made by the Participant under the RDICP prior to
April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. Modifications are subject to the provisions of 
subsection 3.2(b). 

Grandfathered Accounts.    For Distribution Elections made by the Participant under the RDICP prior to
April 1, 2010, the Installment Payment Period means a period of up to fifteen (15) years. The Participant may modify such election, however, such election shall not become effective until the first day of the second calendar year following
the calendar year in which the election is filed with the Administrator. 
 Payment Date 

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first
Distribution Event, or (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for
cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited. 

Vesting 
  

			
	 Age
	 	% of Account to be Paid
	 Less than 55
	 	0% of Account
	 55
	 	50% of Account
	 56
	 	60% of Account
	 57
	 	70% of Account
	 58
	 	80% of Account
	 59
	 	90 % of Account
	 60
	 	100% of Account
	Any Age if terminated by the Company without cause or due to
Death or Disability	 	100% of Account


GHDIP 
 Installment Payment Period

 Not Applicable 

Payment Date 
 See
subsection 1.31 







 Vesting 

Awards made in 2008 or prior: 

(a) A Participant will become 100% vested in his Account on April 1, of the year in which the Participant will complete five
(5) Years of Service. Participant will be 100% vested in his Account if he either dies or has a Disability prior to his termination of employment with the Company. However, a Participant will be 0% vested in his Account and shall forfeit his
entire Account balance, regardless of his number of Years of Service, on the date that he terminates employment with the Company if his employment is terminated for cause, as determined by the Company in its sole discretion, or he engages in conduct
which violates any terms or conditions of his employment, including terms and conditions relating to competition and disclosure of confidential information after termination of employment. 

Awards made in 2009: 

Participant will become twenty-five percent (25%) vested in each year’s Award on each of the first four
(4) anniversaries from the date of the Award, which is deemed to be
April 1st of the calendar year in which the Award is
credited to the Account of the Participant. For example, an Award credited to a Participant’s Account in the year 2009 (based on 2008 performance), will be 25% vested on April 1, 2010, 50% vested on April 1, 2011, 75% vested on
April 1, 2012, and 100% vested on April 1, 2013. 
 International RDICP and International U.S. RDICP 

Installment Payment Period 

Not Applicable 
 Payment Date

 The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s
first Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) attainment of age 55 with at least 10 years of service with an Employer,
unless due to a Disability in which case it will be the later of (i) or (ii) above. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole
discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited. 
 Vesting 

  

			
	 Years of Service
	 	% of Account to be Paid
	 Less than 5
	 	0% of Account
	 At least 5 but less than 7
	 	25% of Account
	 At least 7 but less than 9
	 	50% of Account
	 At least 9 but less than 10
	 	75% of Account
	 At least
10 or due to Death or Disability
	 	100% of Account








 International RDICP II 

Installment Payout Period 

For elections in force prior to December 31, 2005, Installment Payment Period means a number of annual installments as elected by the
Participant, provided the installments are completed by the age of 60 for the Participant. In the event of Death, installments will be converted to a lump sum payment to the beneficiary or the estate of the Participant if there is no beneficiary.

 Payment Date 

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first
Distribution Event, or (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for
cause as determined by the applicable Employer in its sole discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited. 

Vesting 
  

					
	 Age
	  	Years of Service	  	% of Account to Be Paid
	Less than 55, if termination is due to resignation of Employee	  	Not Applicable	  	0% of Account
	 55 or greater
	  	Less than 5	  	0% of Account
	 55
	  	5 or more	  	50% of Account
	 56
	  	6 or more	  	60% of Account
	 57
	  	7 or more	  	70% of Account
	 58
	  	8 or more	  	80% of Account
	 59
	  	9 or more	  	90 % of Account
	 60
	  	10 or More	  	100% of Account
	Any Age if terminated by the Company without cause or due to
Death or Disability	  	Not Applicable	  	100% of Account


International U.S. RP (including amounts transferred from the Hyatt International Hotels Retirement Plan) 

Installment Payment Period 
 Not
Applicable 
 Payment Date 

The Payment Date shall be the later of: (i) within ninety (90) days following the date of the Participant’s first
Distribution Event, (ii) the six month anniversary of the Participant’s first Distribution Event, if the Participant is a Specified Employee; or (iii) on a date certain after the first Distribution Event, but no later than age 60 if
the Participant has made an election pursuant to the terms and conditions in Section 3.4. Notwithstanding the foregoing provision, if a Participant’s employment is terminated for cause as determined by the applicable Employer in its sole
discretion, all amounts otherwise payable to or on account of the Participant under the Plan shall be immediately forfeited. 
 Vesting 

 All Participants are fully vested.