Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously reported on a Current Report on Form 8-K filed on November 4, 2022, Stan R. Soroka, Executive Vice President and Chief Customer Officer of Hilton Grand Vacations Inc. (the "Company"), notified the Company of his intention to retire from the Company effective December 31, 2022 (the "Retirement Date"). In connection with the retirement, on December 28, 2022, the Company and Mr. Soroka entered into a retirement and consulting agreement (the "Agreement").

Pursuant to the terms of the Agreement, and subject to, and conditioned upon, Mr. Soroka's execution and non-revocation of a release of claims against the Company, compliance with non-competition and non-solicitation covenants for a period of 24 months following the Retirement Date, and compliance with covenants covering confidentiality and non-disparagement for an indefinite period, Mr. Soroka will be entitled to receive (a) a lump-sum cash payment equal to $250,000 on the Company's first normal payroll date occurring on or after January 31, 2023, (b) an annual bonus for fiscal year 2022, equal to the annual bonus, if any, that would have been earned by Mr. Soroka if he had been employed on the normal payment date for such bonus under the Company's short-term incentive plan based on actual level of performance achieved for 2022, and (c) an amount equal to the excess of monthly healthcare coverage premium over the amount that he would have had to pay for such coverage if he had remained employed, for a total period of eighteen (18) months following the Retirement Date. All of Mr. Soroka's equity awards that are outstanding as of the Retirement Date will be treated as provided in the Company's 2017 Omnibus Incentive Plan, as amended, and the applicable award agreements, in the case of a "Retirement" (as defined therein).

In addition, to facilitate an orderly transition for his successor, Mr. Soroka has agreed to provide certain consulting services to the Company commencing on January 1, 2023 for a period of twelve (12) months, which term is subject to automatic renewal for an additional twelve (12) months thereafter unless terminated earlier, for $30,000 per month. The consulting period is subject to earlier termination in certain cases.

The Company and Mr. Soroka have expressly agreed that the retirement and separation in accordance with the Agreement does not constitute a "Qualifying Termination" that would result in payments of severance benefits to Mr. Soroka pursuant to that certain Severance Agreement, dated as of April 17, 2017, between the parties.

This summary is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

  Exhibit
    No.                                     Description

Exhibit 10.1      Retirement and Consulting Agreement, dated as of December 28,
                2022, between Hilton Grand Vacations Inc. and Stan R. Soroka.

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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