|PLAYA HOTELS & RESORTS N.V. filed this Form 8-K on 01/04/2019|
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made as of December 28, 2018 (the Agreement Date), with an effective date of January 1, 2019 (the Effective Date), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (Playa Resorts), and Bruce Wardinski (Mr. Wardinski). Playa Hotel & Resorts, B.V., a Dutch Company (Playa), is entering into this Agreement solely with respect to Section 12 below. Mr. Wardinski and Playa Resorts are referred to as Parties or Party herein.
WHEREAS, Mr. Wardinski currently serves as the Chief Executive Officer of Playa Resorts (CEO) and the Chairman of the Board of Managers of Playa Resorts (the Playa Resorts Board); and
WHEREAS, Mr. Wardinski currently serves as Chief Executive Officer of Playa (Playa CEO) and Chairman of the Board of Directors of Playa (Playa Chairman of the Board) (together, the Playa Appointments), and is a member of various boards of Playas subsidiaries pursuant to an Employment Agreement dated August 31, 2016 (the Prior Employment Agreement); and
WHEREAS, as of the Effective Date, Playa Resorts desires to continue to engage Mr. Wardinski as CEO, Playa CEO, and in the Playa Appointments and Mr. Wardinski desires to continue to serve as CEO, Playa CEO, and in the Playa Appointments pursuant to the terms and conditions of this Agreement; and
WHEREAS, as of the Effective Date, the Prior Employment Agreement shall be null and void except for the Confidentiality provision set forth in Section 7 thereof, which is expressly incorporated herein by reference.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:
Playa Resorts shall employ Mr. Wardinski, and Mr. Wardinski shall be employed by Playa Resorts, upon the terms and conditions set forth in this Agreement. Unless terminated earlier pursuant to Section 5 below, Mr. Wardinskis employment pursuant to this Agreement shall be for a period of five (5) years commencing on the Effective Date and ending on December 31, 2023 (the term being the Initial Term). The Initial Term shall automatically be extended by one (1) year (Renewal Term and together with the Initial Term, the Employment Period) if neither Party provides the other Party with written notice of his or its intention not to renew the Agreement within 180 days of the expiration of the Initial Term. This Agreement is only eligible to be renewed once. Non-renewal of this Agreement shall not constitute a termination of Mr. Wardinski under this Agreement for purposes of Section 5 below.
(a) Mr. Wardinski shall be employed as CEO. Mr. Wardinski shall report to the Playa Board of Directors, which shall have the final and exclusive authority to direct, control and supervise the activities of Mr. Wardinski. Mr. Wardinski shall perform such services consistent