SEC Filings

PLAYA HOTELS & RESORTS N.V. filed this Form 8-K on 01/04/2019
Entire Document

(e)    Communications with Government Agencies. Nothing in this Agreement or any other agreement between Playa Resorts and Mr. Wardinski or any policy of Playa Resorts:

(i)    prohibits Mr. Wardinski from communicating with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Health and Safety Administration, the Securities and Exchange Commission, or any other government agency (each a “Government Agency”) about a potential violation of the law;

(ii)    limits Mr. Wardinski’s ability, without notice to or approval from Playa Resorts:

(A) to file a charge or complaint with a Government Agency;

(B) to participate in an investigation or proceeding conducted by a Government Agency; or

(C) to provide information or documents to a Government Agency in connection with an investigation or proceeding.

(iii)    restricts Mr. Wardinski’s right to receive a reward or incentive for information provided to a Government Agency.

(f)    Return of Proprietary Information. Mr. Wardinski acknowledges that all the Proprietary Information pre-existing, used or generated during the course of his employment by Playa Resorts is the property of Playa Resorts and the Playa Affiliates, as the case may be, and Mr. Wardinski holds and uses such as a trustee for Playa Resorts or the Playa Affiliates and subject to Playa Resorts’ and the Playa Affiliates’ sole control. Mr. Wardinski shall deliver to Playa Resorts or the Playa Affiliates, as applicable, all documents and other tangibles (including diskettes and other storage media) containing the Proprietary Information (x) at any time upon request by the Playa Resorts Board or the applicable Playa Affiliate during his Employment Period and (y) immediately upon termination of the Employment Period.




The following definitions shall apply for the purpose of this Section 8:

(i)    “Competing Business” shall mean (a) acting as an owner or a lessee of hotels, convention facilities, conference centers or similar facilities; (b) asset or operational management for hotels, convention facilities, conference centers or similar facilities, or (c) any other business that Playa Resorts or Playa Affiliates conducts or contemplates under such business plans as of the date of termination of the Employment Period. Notwithstanding any provision to the contrary in this Agreement, Competing Business shall exclude: Mr. Wardinski’s ownership of five percent (5%) or less of the outstanding stock of any publicly traded corporation or other entity; or of an equity interest in any other entity approved by the Playa Resorts Board and listed on Exhibit B hereto; or Mr. Wardinski’s service on the Board of Directors of any Playa Affiliate.