|PLAYA HOTELS & RESORTS N.V. filed this Form 8-K on 01/04/2019|
stock or similar business transaction, such holder is considered to be acting as a Group with other holders only with respect to the ownership in the entity giving rise to the change and not with respect to the ownership interest in Playa. Persons shall not be considered to be acting as a Group solely because they purchase assets of the same entity at the same time or purchase or own stock of the same corporation at the same time, or as a result of the same public offering.
(C) For purposes of this definition, fair market value shall be determined by the Playa Board.
(D) A Change in Control shall not include a transfer to a related person as described in Code Section 409A.
(E) For purposes of this definition, Code Section 318(a) applies to determine ownership. Equity underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for equity that is not substantially vested (as defined by Treasury Regulation §§1.83-3(b) and (j)), the equity underlying the option is not treated as owned by the individual who holds the option.
(F) An initial public offering of Playa securities shall not constitute a Change in Control under this Agreement.
(h) Separation Agreement Required for Severance Payments. No post-employment payments by Playa Management relating to termination of employment under the provisions of Section 6(c), (d), (e), or (g) above shall commence until Executive executes and delivers a Separation and General Release Agreement (the Separation Agreement) in the form of attached Exhibit A in all material respects and any applicable revocation period with respect to such release has expired, all of which must occur by no later than the sixtieth (60th) day following the termination of Executives employment.
(i) Payments upon Separation. Notwithstanding any contrary payment provisions of this Section 6, all payments in connection with a separation from service under this Agreement shall be made as of the latest of the following dates: (i) the sixtieth (60th) day following the termination of Executives employment and his delivery without revocation of the executed Separation Agreement; (ii) to the extent required under Section 11(b) below, the first business day that is six (6) months following Executives separation from service; or (iii) the payment date required under the terms of any deferred compensation plan subject to the requirements of Code Section 409A. Amounts otherwise payable prior to these dates shall be delayed pursuant to this provision. Executive shall not retain the ability to elect the tax year of any payments under the Separation Agreement and to the extent any payment could be made in one (1) of two (2) tax years, such payment shall be made in the later tax year. All payments under this Agreement shall be subject to all applicable federal, state, and local tax withholding.
(j) Cooperation. Following the Employment Period, Executive shall assist and cooperate with Playa Management and the Playa Affiliates in the orderly transition of work to others if so requested by Playa Management or the Playa Affiliates. Executive shall cooperate with Playa Management and the Playa Affiliates and be responsive to requests for information by any of them relating to their respective business matters about which Executive may have