EXHIBIT 10.12
HOST HOTELS & RESORTS, INC.
PERFORMANCE-BASED
RESTRICTED STOCK UNIT AGREEMENT
Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, pursuant to the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan (the “Plan”), hereby awards to you as Executive an award of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Agreement (including Exhibits A and B, the “Agreement”) and the Plan, which is incorporated by reference herein in its entirety. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
Executive: |
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Grant Date: |
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Total Number of Restricted Stock Units: | |
EBITDA RSUs Relative NAREIT TSR RSUs: |
The Company and the Executive agree as follows:
The Dividend Equivalent Rights will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSUs to which they relate and will be payable at the same time as the underlying RSUs are settled following vesting of such RSUs. None of the RSUs will be settled (nor will the Executive have any of the rights of a stockholder with respect to the underlying shares) and no Dividend Equivalent Rights (if any) will be paid until the vesting and other conditions under the Agreement and Plan are satisfied.
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Prior to the relevant taxable or tax withholding event, as applicable, the Executive shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In the event the Executive fails to pay or make such adequate arrangements, as determined by the Company and/or the Employer, the Executive hereby authorizes the Company and/or the Employer, or their respective agents, at their discretion and without any notice
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or further authorization by Executive, to satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the RSUs.
Notwithstanding anything to the contrary in this Agreement or the Plan, in the event that the Executive’s eligibility for Retirement results in deemed vesting of the RSUs such that the Company is required to withhold applicable tax obligations, the Company may, to the extent permitted by Section 409A, at the time the withholding obligations arise, withhold a number of shares of Common Stock otherwise issuable upon the later settlement of the RSUs having a Fair Market Value equal to (i) the Federal Insurance Contributions Act taxes imposed under Code Sections 3101, 3121(a) and 3121(v)(2) with respect to the RSUs (the “FICA Amount”) or state, local, or foreign tax obligations arising from the deemed vesting of the RSUs (together, the “Other Taxes”) and (ii) the additional income tax at source on wages under Code Section 3401 (or the corresponding withholding provisions of applicable state, local, or foreign tax laws) as a result of the payment of the FICA Amount or Other Taxes or attributable to the “pyramiding” of Code Section 3401 wages and taxes (or the corresponding withholding provisions of applicable state, local, or foreign tax laws) (together, the “Additional Taxes”). The Fair Market Value of the total number of shares of Common Stock withheld from the shares otherwise issuable upon settlement of the RSUs shall not exceed the aggregate of the FICA Amount, the Other Taxes, and the Additional Taxes, as applicable. Any fractional shares that result from such share withholding will be rounded up to the nearest whole share.
If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Executive is deemed to have been issued the full number of shares subject to the vested RSUs. No fractional shares will be withheld or issued pursuant to the grant of RSUs and the issuance of shares thereunder.
Notwithstanding anything in this Agreement to the contrary, if the Executive is deemed by the Company at the time of the Executive’s “separation from service” (within in the meaning of Section 409A) to be a “specified employee” for purposes of Section 409A, to the extent delayed payment or distribution of the RSUs is required in order to avoid a prohibited distribution under
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Section 409A, such payment or distribution shall not be made prior to the earlier of (a) the expiration of the six-month period measured from the date of the Executive’s “separation from service” (within the meaning of Section 409A) or (b) the date of the Executive’s death. Notwithstanding any provisions of this Agreement or the Plan to the contrary, the time of distribution of the RSUs under this Agreement may not be changed except as may be permitted by the Committee in accordance with Section 409A.
Each RSU and payment thereunder shall be treated as a separate and distinct RSU and payment for purposes of Section 409A.
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By Executive’s signature below, Executive agrees to be bound by the terms of this Agreement and the Plan. Executive has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Executive hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
Accepted by the Executive: |
| For the Company: |
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Signature |
| Mari Sifo Executive Vice President and Chief Human Resources Officer |
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EXHIBIT A
Definitions. Whenever the following capitalized terms are used in this Agreement, they shall have the meanings set forth below, unless the context clearly indicates otherwise. Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to them in the Plan.