Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Entry into new employment agreements with Bruce Wardinski, Ryan Hymel and Tracy
Colden
On December 20, 2021, Playa Hotels & Resorts N.V. (the "Company") entered into a
new employment agreement with each of Bruce Wardinski, Chairman, President and
Chief Executive Officer; Ryan Hymel, Executive Vice President and Chief
Financial Officer; and Tracy M.J. Colden, Executive Vice President and General
Counsel. Each employment agreement replaces the applicable executive officer's
existing employment agreement.
The employment agreement for Mr. Wardinski provides for, among other things, an
initial three-year term, an annual base salary of $775,000, target and maximum
annual cash incentive compensation of 150% and 300% of base salary,
respectively, eligibility to participate in the annual equity incentive plan,
severance protections for a termination without cause or resignation with good
reason equal to two times base salary plus target annual cash incentive
compensation (which protections are enhanced to 2.99 times if termination
follows a change of control), severance protections in the event of a
non-renewal of the employment agreement equal to six-months of base salary,
limited severance protections in the event of a resignation without good reason
within 60 days of a change of control equal to three months base salary, and
customary restrictive covenants, including non-compete and non-solicit
covenants. Prior to receiving any severance payments Mr. Wardinski would be
required to execute a customary separation agreement.
The employment agreements for Mr. Hymel and Ms. Colden provide for, among other
things, an initial three-year term, target cash incentive compensation of 100%
of base salary, eligibility to participate in the annual equity incentive plan,
customary severance protections for terminations without cause or as a result of
death or disability (which are enhanced if termination follows a change of
control), and customary restrictive covenants, including non-compete and
non-solicit covenants.
Separation Agreement with Kevin Froemming
As previously disclosed, Playa Hotels & Resorts N.V. (the "Company") is not
renewing the employment contract of Kevin Froemming, the Company's Chief
Commercial Officer. Mr. Froemming's last day of employment will be January 5,
2022. On December 15, 2021, the Company and Mr. Froemming entered into a
separation agreement (the "Agreement"). The Agreement provides, among other
things, that (i) Mr. Froemming shall execute a general release of all claims
against the Company (the "Release"), (ii) Mr. Froemming will be eligible to
receive a discretionary bonus for his 2021 service, (iii) Mr. Froemming shall be
entitled to severance equal to $445,000 (12 months of his current base salary)
if he does not revoke the Release and complies with the material terms of the
Agreement, including the restrictive covenants described below, (iv) for
purposes of Mr. Froemming's outstanding Company equity awards, his termination
of service shall be treated as a termination without cause, (v) that
Mr. Froemming will cooperate with the Company to effect the orderly transition
of his responsibilities, (vi) that Mr. Froemming shall remain subject to the
confidentiality, non-compete and non-solicit restrictive covenants set forth in
his current employment contract, and (vii) Mr. Froemming shall not disparage the
Company. Mr. Froemming is also entitled to receive twelve months of COBRA
benefits and six months of outplacement services.
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PLAYA HOTELS & RESORTS N.V. 
