SEC Filings

PLAYA HOTELS & RESORTS N.V. filed this Form 8-K on 01/04/2019
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Resorts’ failure to pay Mr. Wardinski any Base Salary or other compensation to which he is entitled for a period of three (3) business days; (iii) a material reduction in Mr. Wardinski’s Base Salary; or (iv) a breach of any material term of this Agreement by Playa Resorts or Playa pursuant to Section 12 below.

(d)    Mr. Wardinski’s Death or Disability. Mr. Wardinski’s employment with Playa Resorts shall terminate immediately upon his death or, upon written notice as set forth below, his Disability. As used in this Agreement, “Disability” shall mean such permanent physical or mental impairment as would render Mr. Wardinski unable to perform his duties under this Agreement for more than one hundred eighty (180) days. If the Employment Period is terminated by reason of Mr. Wardinski’s Disability, either party shall give thirty (30) days’ advance written notice to that effect to the other. This Section 5(d) is intended to be interpreted and applied consistent with any laws, statutes, regulations, and ordinances prohibiting discrimination, harassment, or retaliation on the basis of a disability.

(e)    Termination by Mr. Wardinski without Good Reason. Mr. Wardinski may terminate his employment under this Agreement at any time without Good Reason upon giving Playa Resorts sixty (60) days’ written notice.

(f)    Non-Renewal or End of Employment Period. Either Mr. Wardinski or Playa Resorts may cause the Employment Period to terminate on December 31, 2023 by delivering a Non-Renewal Notice to the other in accordance with Section 1 above. If a Non-Renewal Notice is not so delivered, then the Employment Period shall automatically terminate on December 31, 2024 (unless terminated earlier as provided herein).

6.    Effect of Termination

(a)    General. Regardless of the reason for any termination of this Agreement (other than terminations due to Mr. Wardinski’s death or Disability, which are covered by Sections 6(e)(i) and (ii) below, respectively), Mr. Wardinski shall be entitled to receive each of the following: (i) payment of any unpaid portion of his Base Salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with Section 4(d) above; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan, or any other employee benefit plan or program of Playa Resorts or a Playa Affiliate.

(b)    Termination by Playa Resorts for Cause. If Playa Resorts terminates Mr. Wardinski’s employment for Cause, Mr. Wardinski shall have no rights or claims under this Agreement against Playa Resorts or any of the Playa Affiliates or their officers, directors, employees, or equity holders, with respect to such termination of employment or termination of any other position then held by Mr. Wardinski with any of the Playa Affiliates, except only to receive the payments and benefits described in Section 6(a) above.

(c)    Termination by Playa Resorts without Cause or by Mr. Wardinski for Good Reason. If Playa Resorts terminates this Agreement without Cause pursuant to Section 5(b) above, or Mr. Wardinski terminates this Agreement for Good Reason pursuant to Section 5(c) above during the Employment Period, then Mr. Wardinski shall only be entitled to receive, and Playa Resorts shall pay, in addition to the items referenced in Section 6(a) above, the following:

(i)    An aggregate amount equal to two (2) times his Base Salary at the rate in effect on his last day of employment (the “Severance Payment”). The Severance Payment shall be paid in twenty-four (24) equal monthly installments commencing after Mr. Wardinski’s termination of employment, subject to all legally required payroll deductions and withholdings. The twenty-four (24)-month period during which Severance Payments shall be tendered is the “Severance Payment Period.”