SEC Filings

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

with his position as may be assigned to him from time to time by the Playa Board. Mr. Wardinski is employed in a fiduciary relationship with Playa Resorts and Playa. At the request of the Playa Board and in his capacity as Playa Chairman of the Board, Mr. Wardinski shall recuse himself from all actions of the Playa Resorts Board and the Playa Board (including their compensation committees) relating to evaluation of his performance, compensation decisions that may affect him, decisions relating to his retention and any action relating to this Agreement. In addition to the foregoing, Mr. Wardinski shall perform duties consistent with his appointment from time to time to any other executive positions with Playa Resorts or any of Playa Resorts’ related or affiliated entities (the “Playa Affiliates”). For the avoidance of doubt, Mr. Wardinski may be appointed, removed, and reappointed to or from executive and directorship positions of any Playa Affiliate and any such action, other than a removal of Mr. Wardinski as (i) an executive of Playa Resorts or (ii) any of his Playa Appointments shall not constitute a termination of Mr. Wardinski under this Agreement.

(b)    Mr. Wardinski shall carry out his duties set forth in this Agreement at Playa Resorts’ offices in Fairfax, Virginia; provided, however, that Mr. Wardinski’s duties require extensive and extended travel, which the parties expect, may involve travel approximately fifty percent (50%) of the time with fluctuations based upon business exigencies.



Extent of Services

(a)    General. Mr. Wardinski shall devote a substantial majority of his business time, attention, skill, and effort to the performance of his duties under this Agreement. Mr. Wardinski may, to the extent such activities do not impair the performance of his duties to Playa, Playa Resorts or the Playa Affiliates: (i) engage in personal investments and charitable, professional, and civic activities; (ii) serve on boards of directors (or other governing bodies) of non-competitive corporations (or other entities) other than Playa Resorts and the Playa Affiliates; and (iii) engage in such additional activities and serve on such additional boards of directors (or other governing bodies) as the Playa Board shall approve; provided, however, that Mr. Wardinski shall resign promptly from any additional boards of directors (or other governing bodies) if directed to do so by the Playa Resorts Board or the Playa Board in its sole and absolute discretion. Mr. Wardinski shall not serve on the board of directors (or other governing body) of any corporation (or any other entity) that engages in activities in competition with those of Playa, Playa Resorts or the Playa Affiliates. Mr. Wardinski shall perform his duties to the best of his ability, shall adhere to Playa Resorts’ published policies and procedures, and shall use his best efforts to promote the interests, reputation, business, and welfare of both Playa and Playa Resorts.



Compensation and Benefits

(a)    Salary. Commencing January 1, 2019, Playa Resorts shall pay Mr. Wardinski a gross annual base salary (“Base Salary”) of $750,000. For the avoidance of doubt, Mr. Wardinski shall not be entitled to receive any other salary to the extent he serves as an officer, director, or employee of any other Playa Affiliate. The Base Salary shall be payable in arrears in approximately equal semi-monthly installments (except that the first and last such semi-monthly installments may be prorated if necessary) on Playa Resorts’ regularly scheduled payroll dates, minus such deductions as may be required by law or reasonably requested by Mr. Wardinski. The Playa Board shall review Mr. Wardinski’s Base Salary annually in conjunction with its regular review of executives’ salaries and make such increases, if any, to his Base Salary as the Playa Board shall deem appropriate in its sole and absolute discretion.