EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.23

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of August 31, 2016 (the “Agreement Date”), with an effective date of January 1, 2016 (the “Effective Date”), by Playa Resorts Management, LLC, a Delaware limited liability company with an address at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 (“Playa Resorts”), and Xxxxx X. Xxxxxxxxx (“Xx. Xxxxxxxxx”). Playa Hotel & Resorts, B.V., a Dutch Company (“Playa”), is entering into this Agreement solely with respect to Section 12 below.

WHEREAS, Xx. Xxxxxxxxx currently serves as the Chief Executive Officer of Playa Resorts (“CEO”) and the Chairman of the Board of Managers of Playa Resorts (the “Playa Resorts Board”); and

WHEREAS, as of the Effective Date, Playa Resorts desires to continue to engage Xx. Xxxxxxxxx as CEO and Chairman of the Playa Resorts Board and Xx. Xxxxxxxxx desires to continue to serve as CEO and Chairman of the Playa Resorts Board pursuant to the terms and conditions of this Agreement; and

WHEREAS, Xx. Xxxxxxxxx currently serves as Chief Executive Officer of Playa (“Playa CEO”) and Chairman of the Board of Directors of Playa (“Playa Chairman of the Board”) (together, the “Playa Appointments”), and is a member of various boards of Playa’s subsidiaries; and

WHEREAS, Playa and Xx. Xxxxxxxxx each desire to confirm Xx. Xxxxxxxxx’x Playa Appointments pursuant to Section 12 below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

Term

Playa Resorts shall continue to employ Xx. Xxxxxxxxx, and Xx. Xxxxxxxxx shall continue to be employed by Playa Resorts, upon the terms and conditions set forth in this Agreement. Unless terminated earlier pursuant to Section 5 below, Xx. Xxxxxxxxx’x employment pursuant to this Agreement shall be for the period commencing on the Effective Date and ending on December 31, 2019; provided, however, that the term of this Agreement shall be automatically extended until December 31, 2021 unless either Playa Resorts or Xx. Xxxxxxxxx elects not to so extend the term by providing written notice (“Non-Renewal Notice”) to the other no less than three (3) months and not more than twelve (12) months prior to December 31, 2019 (the term being the “Employment Period”).

2.	Title; Duties

(a) Xx. Xxxxxxxxx shall be employed as CEO, and shall serve as a member of the Playa Resorts Board subject to any required corporate approvals. Xx. Xxxxxxxxx shall report to the Board of Directors of Playa (the “Playa Board”), which shall have the final and exclusive authority to direct, control and supervise the activities of Xx. Xxxxxxxxx as CEO. Xx. Xxxxxxxxx shall perform such services consistent with his position as CEO as may be assigned to him from time to time by the Playa Board or the Playa Resorts Board including managing the affairs and assets of Playa and Playa Resorts, developing and executing the policies, practices and

mission of Playa and Playa Resorts as determined by the Playa Board, administering and promoting the business of Playa and Playa Resorts and overseeing and directing the officers and other personnel of Playa and Playa Resorts in accordance with applicable company policies and procedures, applicable law and the directives of the Playa Board and the Playa Resorts Board. Xx. Xxxxxxxxx is employed in a fiduciary relationship with Playa and Playa Resorts. At the request of the Playa Board and in his capacity as Playa Chairman of the Board, Xx. Xxxxxxxxx shall recuse himself from all actions of the Playa Resorts Board and the Playa Board (including their compensation committees) relating to evaluation of his performance, compensation decisions that may affect him, decisions relating to his retention and any action relating to this Agreement. In addition to the foregoing, Xx. Xxxxxxxxx shall perform duties consistent with the Playa Appointments and his appointment from time to time to any other executive positions with Playa Resorts, Playa or any of Playa’s subsidiaries (collectively and individually with Playa, the “Playa Affiliates”). For the avoidance of doubt, Xx. Xxxxxxxxx may be appointed, removed and reappointed to or from executive and directorship positions of any Playa Affiliate and any such action, other than a removal of Xx. Xxxxxxxxx (i) as an executive of Playa Resorts or (ii) from any of his Playa Appointments, shall not constitute a termination of Xx. Xxxxxxxxx under this Agreement.

(b) Xx. Xxxxxxxxx shall carry out his duties set forth in this Agreement at Playa Resorts’ offices in Fairfax, Virginia; provided, however, that Xx. Xxxxxxxxx’x duties require extensive and extended travel, which the parties expect, may involve travel approximately fifty percent (50%) of the time with fluctuation based upon business exigencies.

3.	Extent of Services

(a) General. Xx. Xxxxxxxxx shall devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under this Agreement. Xx. Xxxxxxxxx may, to the extent such activities do not impair the performance of his duties to Playa Resorts or the Playa Affiliates: (i) engage in personal investments and charitable, professional and civic activities; (ii) serve on boards of directors (or other governing bodies) of non-competitive corporations (or other entities) other than Playa Resorts and the Playa Affiliates; (iii) serve as Playa Chairman of the Board; and (iv) engage in such additional activities and serve on such additional boards of directors (or other governing bodies) as the Playa Board and the Playa Resorts Board shall approve; provided, however, that Xx. Xxxxxxxxx shall resign promptly from any additional boards of directors (or additional other governing bodies) if directed to do so by either the Playa Board or the Playa Resorts Board in either case in its sole and absolute discretion. Xx. Xxxxxxxxx shall not serve on the board of directors (or other governing body) of any corporation (or any other entity) that engages in activities in competition with those of Playa, Playa Resorts or the Playa Affiliates. Xx. Xxxxxxxxx shall perform his duties to the best of his ability, shall adhere to Playa Resorts’ published policies and procedures and shall use his best efforts to promote the interests, reputation, business and welfare of both Playa Resorts and Playa.

4.	Compensation and Benefits

(a) Salary. Commencing January 1, 2016, Playa Resorts shall pay Xx. Xxxxxxxxx a xxxxx annual base salary (“Base Salary”) of Seven Hundred and Fifty Thousand Dollars ($750,000.00) for his service as CEO. For the avoidance of doubt, Xx. Xxxxxxxxx shall not be entitled to receive any other salary to the extent he serves as an officer, director or employee of any other Playa Affiliate. The Base Salary shall be payable in arrears in approximately equal semi-monthly installments (except that the first and last such semi-monthly installments may be

prorated if necessary) on Playa Resorts’ regularly scheduled payroll dates, minus such deductions as may be required by law or reasonably requested by Xx. Xxxxxxxxx. The Playa Board shall review Xx. Xxxxxxxxx’x Base Salary annually in conjunction with its regular review of executives’ salaries and make such increases, if any, to his Base Salary as the Playa Board shall deem appropriate in its sole and absolute discretion.

(b) Incentive Compensation

(i) Xx. Xxxxxxxxx shall be eligible to receive a “Discretionary Annual Bonus” with a target amount of one hundred twenty five percent (125%) of the sum of his annual Base Salary and with a maximum of two hundred percent (200%) of the sum of his annual Base Salary. The amount, if any, of each Discretionary Annual Bonus payable to Xx. Xxxxxxxxx shall be determined by the Playa Board in its sole and absolute discretion, taking into account such criteria as the Playa Board shall deem appropriate. The Playa Board shall make its determination of the amount of the Discretionary Annual Bonus (if any) payable to Xx. Xxxxxxxxx promptly after the Playa Board’s acceptance of the financial results for the applicable year. Xx. Xxxxxxxxx shall be entitled to receive the Discretionary Annual Bonus (if any) for a given year so long as he is an employee on the last day of the year for which the Discretionary Annual Bonus is given. Each such Discretionary Annual Bonus directed to be awarded to Xx. Xxxxxxxxx shall be payable as soon as practical, but no later than sixty (60) days), after the Playa Board makes its bonus determination for the applicable year (but in all events within the year following the year of performance). Subject to the foregoing, Xx. Xxxxxxxxx may be entitled to receive a pro-rata amount of the Discretionary Annual Bonus for any partial calendar year occurring by reason of termination of this Agreement pursuant to Section 5(b) or (c) below.

(ii) Xx. Xxxxxxxxx shall be eligible to participate in any equity compensation plan under which similarly-situated senior executives of Playa Resorts are eligible to receive equity awards for service to Playa Resorts (the “EIP”). The terms and amounts of any EIP awards granted to Xx. Xxxxxxxxx shall be determined by the Playa Board in its sole and absolute discretion. Payments of amounts (if any) under the EIP shall be structured to provide liquidity at such times and in such amounts as is necessary to permit Xx. Xxxxxxxxx to pay on a timely basis all income and employment taxes due by reason of any incentive compensation payable to him under the EIP.

(iii) Xx. Xxxxxxxxx may be eligible to participate in such other incentive compensation programs as may be provided to senior executives of Playa Resorts or the Playa Affiliates from time-to-time.

(iv) Notwithstanding anything to the contrary contained in this Agreement, Xx. Xxxxxxxxx’x entitlement to any Discretionary Annual Bonus and any award granted to Xx. Xxxxxxxxx under the EIP or any other incentive compensation program shall be determined and approved by the Playa Board, in each case in its sole and absolute discretion.

(c) Other Benefits. Commencing on January 1, 2016, Xx. Xxxxxxxxx shall be entitled to paid time off and holiday pay in accordance with Playa Resorts policies in effect from time to time, and to participate in such life, health and disability insurance, pension, deferred compensation and incentive plans, stock options and awards, performance bonuses and other benefits as Playa Resorts extends, as a matter of policy, to senior executive employees of Playa Resorts.

(d) Reimbursement of Business Expenses. Playa Resorts shall reimburse Xx. Xxxxxxxxx for all reasonable travel, entertainment and other expenses incurred or paid by Xx. Xxxxxxxxx in connection with, or related to, the performance of his duties, responsibilities or services to Playa Resorts and the other Playa Affiliates under this Agreement in accordance with the reimbursement policy and procedure then adopted, from time to time, by Playa Resorts and upon presentation by Xx. Xxxxxxxxx of reasonable documentation, expense statements, vouchers and such other supporting information as Playa Resorts may reasonably request.

5.	Termination

(a) Termination by Playa Resorts for Cause. Playa Resorts may terminate Xx. Xxxxxxxxx’x employment under this Agreement at any time for Cause upon written notice. For purposes of this Agreement, “Cause” for termination shall mean any of the following: (i) the conviction of Xx. Xxxxxxxxx of, or the entry of a plea of guilty, first offender probation before judgment or nolo contendere by Xx. Xxxxxxxxx to, any felony or any other crime involving dishonesty; (ii) fraud, misappropriation, embezzlement or breach of fiduciary duty by Xx. Xxxxxxxxx with respect to Playa Resorts or any of the Playa Affiliates; (iii) Xx. Xxxxxxxxx’x willful failure, bad faith or gross negligence in the performance of his assigned duties for Playa Resorts or any Playa Affiliate following Xx. Xxxxxxxxx’x receipt of written notice of such willful failure, bad faith or gross negligence; (iv) Xx. Xxxxxxxxx’x failure to follow reasonable and lawful directives of Playa Resorts or the other applicable Playa Affiliates following Xx. Xxxxxxxxx’x receipt of written notice of such failure; (v) any act or omission of Xx. Xxxxxxxxx that that the Playa Board reasonably determines to be likely to have a material adverse impact on Playa Resorts’ or any Playa Affiliate’s business or reputation for honesty and fair dealing; other than an act or failure to act by Xx. Xxxxxxxxx acting reasonably, in good faith and without reason to believe that such act or failure to act would adversely impact Playa Resorts’ or any Playa Affiliate’s business or reputation for honesty and fair dealing; or (vi) the breach by Xx. Xxxxxxxxx of any material term of this Agreement following Xx. Xxxxxxxxx’x receipt of written notice of such breach. Playa Resorts shall provide Xx. Xxxxxxxxx a period of thirty (30) days following receipt of any written Cause notification in order to allow Xx. Xxxxxxxxx the opportunity to effectuate a cure of the acts or omissions that form the basis for the determination, but only to the extent such acts or omissions are capable of cure.

(b) Termination by Playa Resorts without Cause. Upon giving Xx. Xxxxxxxxx sixty (60) days’ written notice, Playa Resorts may terminate this Agreement at any time without Cause, which for avoidance of doubt, shall include termination of Xx. Xxxxxxxxx from any of his Playa Appointments. At Playa Resorts’ sole and absolute discretion, it may substitute sixty (60) days’ salary in lieu of notice. Any salary paid to Xx. Xxxxxxxxx by Playa Resorts in lieu of notice shall not be offset against any entitlement Xx. Xxxxxxxxx may have to the Severance Payment pursuant to Section 6(c)(i) below.

(c) Termination by Xx. Xxxxxxxxx for Good Reason. Xx. Xxxxxxxxx may terminate his employment with Playa Resorts under this Agreement at any time for Good Reason, upon sixty (60) days’ written notice by Xx. Xxxxxxxxx to Playa Resorts. Xx. Xxxxxxxxx may not terminate this Agreement for Good Reason hereunder unless and until he has provided Playa Resorts with written notice of the action which Xx. Xxxxxxxxx contends to be Good Reason (which notice must specify that such action constitutes the basis for a “Good Reason” resignation hereunder), such written notice is provided within sixty (60) days of the occurrence

of the event which Xx. Xxxxxxxxx contends to be Good Reason and Playa Resorts has failed to reasonably remedy such action within thirty (30) days of receiving such written notice. For purposes of this Agreement, “Good Reason” for termination shall mean any of the following: (i) the assignment to Xx. Xxxxxxxxx of substantial duties or responsibilities materially inconsistent with Xx. Xxxxxxxxx’x position at Playa Resorts or, to the extent Xx. Xxxxxxxxx is a senior executive of a Playa Affiliate, his responsibilities are inconsistent with those of a senior executive of such other Playa Affiliate or any other action by Playa or Playa Resorts which results in a substantial diminution of Xx. Xxxxxxxxx’x duties or responsibilities as a senior executive of Playa Resorts (for the avoidance of doubt, if Xx. Xxxxxxxxx is removed as a director or senior executive of any Playa Affiliate, such removal or resignation shall not constitute a basis for a resignation or termination of this Agreement by Xx. Xxxxxxxxx for Good Reason); (ii) Playa Resorts’ failure to pay Xx. Xxxxxxxxx any Base Salary or other compensation to which he is entitled for a period of three (3) business days; (iii) a material reduction in Xx. Xxxxxxxxx’x Base Salary; or (iv) a breach of any material term of this Agreement by Playa Resorts, or Playa under Section 12 below.

(d) Xx. Xxxxxxxxx’x Death or Disability. Xx. Xxxxxxxxx’x 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 Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx’x 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 Xx. Xxxxxxxxx without Good Reason. Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx or Playa Resorts may cause the Employment Period to terminate on December 31, 2019 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, 2021 (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 Xx. Xxxxxxxxx’x death or Disability, which are covered by Sections 6(e)(i) and (ii) below, respectively), Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx’x employment for Cause, Xx. Xxxxxxxxx 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 with respect to termination of the Playa Appointments or the termination of any other position then held by Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx for Good Reason. If Playa Resorts terminates this Agreement without Cause pursuant to Section 5(b) above, or Xx. Xxxxxxxxx terminates this Agreement for Good Reason pursuant to Section 5(c) above, in each case during the Employment Period, then Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx’x 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.”

(ii) To help defray Xx. Xxxxxxxxx’x costs of procuring health insurance coverage (including COBRA), Playa Resorts shall pay Xx. Xxxxxxxxx an additional monthly amount of One Thousand Five Hundred Dollars ($1,500.00) (the “Additional Amount”) with each Severance Payment installment during the Severance Payment Period to be paid to Xx. Xxxxxxxxx under Section 6(c)(i) above; provided, however, that Xx. Xxxxxxxxx shall promptly notify Playa Resorts if he becomes eligible to obtain insurance coverage under another group insurance plan at which time payment of the Additional Amount to Xx. Xxxxxxxxx shall cease. In no event shall payment of the Additional Amount to Xx. Xxxxxxxxx extend beyond the Severance Payment Period.

(iii) A pro-rata share of any Discretionary Annual Bonus which Xx. Xxxxxxxxx otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which his employment terminates without Cause or for Good Reason, with such discretionary amount determined by the Playa Board in good faith and prorated based on the number of days Xx. Xxxxxxxxx is employed in the year of termination. Such pro-rated bonus shall be paid to Xx. Xxxxxxxxx within sixty (60) days following the later of the end of the calendar year in which such termination occurs and the date the financial results of such year are accepted by the Playa Board (but in all events within the year following the year of termination) and in no event shall any discretionary amount be determined in a manner different than such amounts are determined for still-employed senior executives of Playa Resorts.

(d) Termination by Xx. Xxxxxxxxx without Good Reason. If Xx. Xxxxxxxxx terminates this Agreement without Good Reason, Xx. Xxxxxxxxx shall only be entitled to receive the payments and benefits described in Section 6(a) above plus the amount equal to two (2) monthly installments of the Additional Amount within forty-five (45) days after the date of termination of this Agreement.

(e) Termination upon Death or Disability

(i) If Xx. Xxxxxxxxx’x employment terminates in the event of his death, Xx. Xxxxxxxxx’x estate shall be entitled to receive (a) payment of any unpaid portion of

his Base Salary through the date of his death, (b) 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 the Playa Affiliates and (c) a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which his death occurs at no less than the target bonus percentage, paid at the time discretionary annual bonuses are paid to still-employed executives of Playa Resorts. Further, Playa Resorts shall pay the Additional Amount for a period of twelve (12) months following his date of death. Xx. Xxxxxxxxx’x estate shall not be entitled to receive any severance pay or benefits or other amounts for termination due to his death other than as provided in this Section 6(e)(i); and

(ii) In the event Xx. Xxxxxxxxx’x employment terminates due to his Disability, he shall be entitled to receive his Base Salary through the date he is terminated due to his Disability. Xx. Xxxxxxxxx also shall be entitled to receive a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which his employment terminates due to his Disability, paid at the time discretionary annual bonuses are paid to still-employed executives of Playa Resorts. Further, Playa Resorts shall pay the Additional Amount for a period of twelve (12) months following the date of termination of his employment; provided, however, that if such insurance coverage becomes available under another group insurance plan during the twelve (12)-month period, payment of the Additional Amount shall cease. Xx. Xxxxxxxxx shall receive no severance pay or benefits for termination due to his Disability other than as provided in this Section 6(e)(ii).

(f) Non-Renewal or End of Employment Period. If either Xx. Xxxxxxxxx or Playa Resorts causes the Employment Period to end on December 31, 2019 by delivering a Non-Renewal Notice to the other in accordance with Section 1 above, or if the Employment Period automatically terminates on December 31, 2021, then Xx. Xxxxxxxxx shall only be entitled to receive the items referenced in Section 6(a) above. In the event the Employment Period ends due to Non-Renewal or the End of the Employment Period, then Xx. Xxxxxxxxx shall be bound by the Noncompetition provisions in Section 8 below for a period of six (6) months. Xx. Xxxxxxxxx shall receive six (6) months of Base Salary payable in six (6) equal monthly installments subject to his execution without revocation of the Separation Agreement in connection with a separation pursuant to this Section 6(f) within thirty (30) days (or such longer period to the extent required by applicable law) following Xx. Xxxxxxxxx’x termination.

(g) Termination following Change in Control. If a Change in Control (as defined below) occurs during the Employment Period, the following provisions shall apply:

(i) Termination without Cause or for Good Reason. If Playa Resorts terminates Xx. Xxxxxxxxx’x employment without Cause or Xx. Xxxxxxxxx terminates his employment for Good Reason following a Change in Control, the termination shall be treated as a termination pursuant to Section 6(c) above; provided, however, that the Severance Payment shall be increased to 2.99 times Xx. Xxxxxxxxx’x Base Salary.

(ii) Termination within 60 Days following Change in Control or Partial Change in Control. If Xx. Xxxxxxxxx terminates his employment without Good Reason within sixty (60) days following a Change in Control or Partial Change in Control, the termination shall be treated as a termination pursuant to Section 6(c) above; provided, however, that (A) the Severance Payment shall be limited to three (3) months of Xx. Xxxxxxxxx’x

Base Salary, (B) no Additional Amounts or pro-rata Discretionary Annual Bonus shall be due and (C) the Restricted Period (for purposes of the restriction on competition described in Section 8(a) below) shall be limited to three (3) months.

For purposes of this Agreement, a “Change in Control” means a (i) Change in Ownership of Playa or Playa Resorts, (ii) Change in Ownership of Assets of Playa Resorts or (iii) a Change in Effective Control of Playa, as described herein and construed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(A) A “Change in Ownership of Playa or Playa Resorts” shall occur on the date that any Person acquires, or Persons Acting as a Group acquire, ownership of the equity interests of Playa or Playa Resorts that, together with the stock held by such Person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the equity interests of Playa or Playa Resorts. However, if any Person is, or Persons Acting as a Group are, considered to own more than fifty percent (50%) of the total fair market value or total voting power of the equity interests of Playa or Playa Resorts, the acquisition of additional stock by the same Person or Persons Acting as a Group is not considered to cause a Change in Ownership of Playa or Playa Resorts. An increase in the percentage of equity interests owned by any Person, or Persons Acting as a Group, as a result of a transaction in which Playa Resorts acquire its equity interests in exchange for property shall be treated as an acquisition of equity interests.

(B) A “Change in the Ownership of Assets of Playa Resorts” shall occur on the date that any Person acquires, or Persons Acting as a Group acquire (or has or have acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from Playa Resorts that have a total gross fair market value equal to or more than eighty-five percent (85%) of the total gross fair market value of all of the assets of Playa Resorts immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Playa Resorts, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(C) A “Change in Effective Control of Playa” shall occur on the date more than fifty percent (50%) of the members of the Playa Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the existing members of the Playa Board.

The following rules of construction apply in interpreting the definition of Change in Control:

(A) A “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by Playa and by entities controlled by Playa or an underwriter of the equity interests of Playa in a registered public offering.

(B) Persons shall be considered to be “Persons Acting as a Group (or Group)” if they are owners of a corporation that enters into a merger,

consolidation, purchase or acquisition of stock or similar business transaction with Playa. If a Person owns equity interests in both corporations that enter into a merger, consolidation, purchase or acquisition of equity or similar transaction, such holder is considered to be acting as a Group with other holders only with respect to the ownership in that entity before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. 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.

(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 or Playa Resorts securities shall not constitute a Change in Control under this Agreement.

For purposes of this Agreement, a “Partial Change in Control” means any of the following events: (i) a Change in Ownership of Playa or Playa Resorts, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces fifty percent (50%) in the definition of Change in Ownership of Playa or Playa Resorts; (ii) a Change in Ownership of Assets of Playa Resorts, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces eighty-five percent (85%) in the definition of Change in Ownership of Assets of Playa Resorts; or (iii) a Change in Effective Control of Playa, determined in accordance with the definition of Change in Control immediately above, except that twenty percent (20%) replaces fifty percent (50%) in the definition of Change in Effective Control of Playa.

(h) Separation Agreement Required for Severance Payments. No post-employment payments by Playa Resorts relating to termination of employment under the provisions of Section 6(c), (d), (e), (f) or (g) above shall commence until Xx. Xxxxxxxxx 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.

(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 Xx. Xxxxxxxxx’x 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 Xx. Xxxxxxxxx’x 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. Xx. Xxxxxxxxx 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 Xx. Xxxxxxxxx’x termination or resignation, Xx. Xxxxxxxxx shall assist and cooperate with Playa Resorts and the Playa Affiliates in the orderly transition of work to others if so requested by Playa Resorts or the Playa Affiliates. Xx. Xxxxxxxxx shall cooperate with Playa Resorts and the Playa Affiliates and be responsive to requests for information by any of them relating to their respective business matters about which Xx. Xxxxxxxxx may have information or knowledge and reasonably assist Playa Resorts and the Playa Affiliates, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to Playa Resorts’ or any Playa Affiliate’s business as to which business Xx. Xxxxxxxxx had relevant knowledge, and Playa Resorts shall reimburse Xx. Xxxxxxxxx for reasonable costs, including attorneys’ fees and expenses, actually incurred by Xx. Xxxxxxxxx in connection with such assistance.

7.	Confidentiality

(a) Definition of Proprietary Information. Xx. Xxxxxxxxx acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to Playa Resorts’ or a Playa Affiliate’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; terms and contents of leases, asset management agreements and other contracts; tenant and vendor lists or other compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, financial, marketing, leasing or sales activities of Playa Resorts or any Playa Affiliates or of a third party which provided proprietary information to either or both on a confidential basis. All such information, including any materials or documents containing such information, shall be considered by Playa Resorts, the Playa Affiliates and Xx. Xxxxxxxxx as proprietary and confidential information of Playa Resorts and the Playa Affiliates (the “Proprietary Information”).

(b) Exclusions. Notwithstanding the foregoing, Proprietary Information shall not include (i) information disseminated by Playa Resorts or Playa Affiliates on a non-confidential basis to third parties in the ordinary course of business; (ii) information in the public domain not as a result of a breach of any duty by Xx. Xxxxxxxxx or any other person; or (iii) information that Playa Resorts or Playa Affiliates, as the case may be, does not consider confidential.

(c) Obligations. Both during the Employment Period and after termination of his employment for any reason, including Non-Renewal (the “Nondisclosure Restricted Period”), Xx. Xxxxxxxxx shall preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to him before this Agreement is signed or afterward. In addition, Xx. Xxxxxxxxx shall not (i) disclose or disseminate the Proprietary Information to any third party, including employees of Playa Resorts or Playa Affiliates without a legitimate business need to know; (ii) remove the Proprietary Information from Playa Resorts’ or any of the

Playa Affiliate’s premises without a valid business purpose; or (iii) use the Proprietary Information for his own benefit or for the benefit of any third party, in each of the foregoing cases during the Nondisclosure Restricted Period.

(d) Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”)

(i) Notwithstanding any other provision of this Agreement, Xx. Xxxxxxxxx shall not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

(A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

(B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(ii) Notwithstanding any other provision of this Agreement, if Xx. Xxxxxxxxx files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Xx. Xxxxxxxxx may disclose the Company’s trade secrets to Xx. Xxxxxxxxx’x attorney and use the trade secret information in the court proceeding if Xx. Xxxxxxxxx:

(A) files any document containing the trade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.

(e) Return of Proprietary Information. Xx. Xxxxxxxxx acknowledges that all the Proprietary Information pre-existing, used or generated during the course of his employment by Playa Resorts and his performance of the Playa Appointments is the property of Playa Resorts and the Playa Affiliates, as the case may be, and Xx. Xxxxxxxxx holds and uses such as a trustee for Playa Resorts or the Playa Affiliates and subject to Playa Resorts’ and the Playa Affiliates’ sole control. Xx. Xxxxxxxxx shall deliver to Playa Resorts or the Playa Affiliates, as applicable, all documents and other tangibles (including diskettes and other storage media) containing the Proprietary Information (x) at any time upon request by the Playa Resorts Board or the applicable Playa Affiliate during his Employment Period and (y) immediately upon termination of the Employment Period.

8.	Noncompetition

The following definitions shall apply for the purpose of this Section 8:

(i) “Competing Business” shall mean (a) acting as an owner or a lessee of hotels, convention facilities, conference centers or similar facilities; (b) asset or operational management for hotels, convention facilities, conference centers or similar facilities, or (c) any other business that Playa Resorts or Playa Affiliates conducts or contemplates under such business plans as of the date of termination of the Employment Period. Notwithstanding any provision to the contrary in this Agreement, Competing Business shall exclude: Xx. Xxxxxxxxx’x ownership of five percent (5%) or less of the outstanding stock of any publicly traded corporation or other entity; or of an equity interest in any other entity approved by the Playa Resorts Board and listed on Exhibit B hereto; or Xx. Xxxxxxxxx’x service on the Board of Directors of any Playa Affiliate.

(ii) “Customer” shall mean any hotel, conference center, lodging business, or real estate investment trust with which Playa Resorts or Playa Affiliates has an existing lease, sublease, or management contract.

(iii) “Prospective Customer” shall mean any person or entity to whom Xx. Xxxxxxxxx or Playa Resorts or any of the Playa Affiliates sent or delivered a written sales or servicing proposal, quote or contract, or with whom Xx. Xxxxxxxxx or Playa Resorts or any of the Playa Affiliates had business contact for the purpose of developing that person or entity into a customer of Playa Resorts or a Playa Affiliate.

(iv) “Restricted Area” shall mean within Mexico, the Dominican Republic and any other geographic area included in Playa Resorts’ and any Playa Affiliate’s business plans during the Employment Period.

(v) “Restricted Period” shall mean the Employment Period and a period of eighteen (18) months (six (6) months in the case of a non-renewal or expiration pursuant to Section 6(f) above, twelve (12) months following a Change in Control termination pursuant to Section 6(g)(i) above, and three (3) months following a Change in Control termination pursuant to Section 6(g)(ii) above) following the expiration, resignation or termination of Xx. Xxxxxxxxx’x employment.

(vi) “Solicit” shall mean to knowingly solicit, call upon, or initiate communications or contacts with a person or entity for the purpose of developing or continuing a business relationship.

(a) Restriction on Competition. During the Restricted Period, Xx. Xxxxxxxxx shall not engage, directly or indirectly, either individually or through another person or entity, whether as an owner, employee, consultant, partner, principal, agent, representative, stockholder or otherwise, of, in, to or for any Competing Business in the Restricted Area; provided, however, that Xx. Xxxxxxxxx may own less than five percent (5%) of the outstanding stock of any publicly traded corporation that engages in a Competing Business.

(b) Non-Solicitation of Customers. During the Restricted Period, Xx. Xxxxxxxxx shall not Solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any Customer or Prospective Customer of Playa Resorts or any of the Playa Affiliates for any line of business that Playa Resorts or Playa Affiliates conducts or plans to conduct as of the date of Xx. Xxxxxxxxx’x termination of employment for the purpose of conducting, marketing or providing for a Competing Business.

(c) Non-Solicitation of Employees. During the Restricted Period, Xx. Xxxxxxxxx shall not, directly or indirectly, solicit or employ or cause any business, other than an affiliate of Playa Resorts or Playa, to solicit or employ any person who is then or was at any time during the two (2)-year period prior to Xx. Xxxxxxxxx’x termination as an employee of Playa Management or any of the Playa Affiliates and who is at the time of such employee’s separation from Playa Resorts or Playa Affiliates, a director, vice president, senior vice president, executive vice president or similar position of Playa Resorts or any of the Playa Affiliates, except to the extent that such action is undertaken in the ordinary course of hiring practices (e.g., an employment solicitation that is transmitted generally to the public or in the industry, rather than one that is targeted directly to any such Playa Resorts or Playa Affiliates’ employee).

(d) Acknowledgement. Xx. Xxxxxxxxx acknowledges that he will acquire much Proprietary Information concerning the past, present and future business of Playa Resorts and the Playa Affiliates as the result of his employment with Playa Resorts and performance of the Playa Appointments, as well as access to the relationships between Playa Resorts, and the Playa Affiliates and their respective clients and employees. Xx. Xxxxxxxxx further acknowledges that the business of Playa Resorts and the Playa Affiliates is very competitive and that competition by him in that business during the Employment Period and the Restricted Period would severely injure Playa Resorts and the Playa Affiliates, as the case may. Xx. Xxxxxxxxx understands that the restrictions contained in this Section 8 are reasonable and are required for Playa Resorts’ and the Playa Affiliates’ legitimate protection, and do not unduly limit his ability to earn a livelihood.

(e) Severability. If any court determines that any provision of this Section 8 is invalid or unenforceable, the remainder of this Section 8 shall not thereby be affected and shall be given full effect, without regard to the invalid portion. In addition, if any court or arbitrator construes any portion of this Section 8 to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. This Section 8, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(f) Breach of Restrictive Covenants. Notwithstanding any arbitration provisions contained in this Agreement, Playa Resorts and the Playa Affiliates shall have the right and remedy to have the provisions of this Section 8 specifically enforced by a court of competent jurisdiction without any requirement to first seek a remedy through arbitration, including by temporary or permanent injunction, it being acknowledged and agreed that any such violation may cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. The Company shall also have the right to seek damages for any breach of this Section 8.

(g) Successors and Assigns. Playa Resorts and its successors and assigns may enforce these restrictive covenants.

9.	Employee Representations

Xx. Xxxxxxxxx represents and warrants to Playa Resorts and to Playa that he is aware of the essential functions of duties set forth in Section 2 above, and that he is able to perform all of the essential functions of CEO and the Playa Appointments with or without a reasonable accommodation under the law. Further, except as otherwise identified in this Agreement, Xx. Xxxxxxxxx is not now under any obligation of a contractual or other nature to any person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.

10.	Arbitration

(a) Any disputes or claims between Playa Resorts or Playa and Xx. Xxxxxxxxx in any way concerning Xx. Xxxxxxxxx’x employment as CEO or his performance of the Playa Appointments, respectively, the termination of his employment hereunder or Playa

Appointments, a breach of this Agreement, its enforcement or any other matter relating thereto shall be submitted at the initiative of either party to mandatory arbitration in the Commonwealth of Virginia before a single arbitrator under the Federal Arbitration Act and pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia or elsewhere. The parties irrevocably consent to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys’ fees and expenses.

(b) Notwithstanding the foregoing, Playa Resorts or Playa, in either case in its sole and absolute discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief, for damages and such other relief as Playa Resorts or Playa shall elect to enjoin, enforce or seek recovery for the breach of Xx. Xxxxxxxxx’x covenants under this Agreement. Such covenants shall be construed as agreements independent of any other provisions of this Agreement and the existence of any claim or cause of action Xx. Xxxxxxxxx may have against Playa Resorts or Playa, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by Playa Resorts or Playa of such covenants.

11.	Miscellaneous

(a) Parachute Payments. In the event that (i) any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Xx. Xxxxxxxxx shall constitute a “parachute payment” within the meaning of Code Section 280G (“Parachute Payment”) and be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), and (ii) if the payments to Xx. Xxxxxxxxx were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Xx. Xxxxxxxxx after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Xx. Xxxxxxxxx if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Playa Resorts after consultation with Xx. Xxxxxxxxx. For purposes of making the foregoing determination: (1) Parachute Payments provided under arrangements with Xx. Xxxxxxxxx other than this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Xx. Xxxxxxxxx so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2) Xx. Xxxxxxxxx shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for Xx. Xxxxxxxxx’x taxable year in which the Parachute Payments are includable in Xx. Xxxxxxxxx’x income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Xx. Xxxxxxxxx, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Resorts and Xx. Xxxxxxxxx, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Resorts and Xx. Xxxxxxxxx shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 11(a). Playa Resorts shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 11(a).

(b) Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Xx. Xxxxxxxxx and, if timely submitted, reimbursement payments shall be promptly made to Xx. Xxxxxxxxx following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Xx. Xxxxxxxxx be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred.

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Xx. Xxxxxxxxx pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Xx. Xxxxxxxxx is treated as a “specified employee” (as determined by the Playa Resorts in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from Playa Resorts and each employer treated as a single employer with Playa Resorts under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Xx. Xxxxxxxxx’x separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Xx. Xxxxxxxxx’x separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Xx. Xxxxxxxxx, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from Playa Resorts is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Xx. Xxxxxxxxx has a separation from service (within the meaning of Code Section 409A) from Playa Resorts and each employer treated as a single employer with Playa Resorts, as determined above.

(c) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective (i) upon personal delivery, (ii) upon deposit with the United

States Postal Service, by registered or certified mail, postage prepaid or (iii) in the case of facsimile transmission or delivery by nationally recognized overnight deliver service, when received, addressed as follows:

(i)

If to Playa Resorts, to:

Playa Resorts Management, LLC

0000 Xxxxxxxxxx Xxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000

Attention: General Counsel

Fax No. 000-000-0000

With a copy to:

Playa Hotels & Resorts, B.V.

(ii)

If to Xx. Xxxxxxxxx, to:

Xx. Xxxxx X. Xxxxxxxxx

Address on file

or to such other address or addresses as either party shall designate to the other in writing from time to time by like notice.

(d) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

(e) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

(f) Amendment. This Agreement may be amended or modified only after approval by the Playa Resorts Board and by a written instrument executed by both Playa Resorts and Xx. Xxxxxxxxx.

(g) Governing Law. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles.

(h) Successors and Assigns; Change in Control. This Agreement shall be binding upon and inure to the benefit of both parties, and to Playa with respect to Section 12 below, and each of their respective successors and assigns, including any entity with which or into which Playa Resorts or Playa may be merged or which may succeed to its assets or business or any entity to which Playa Resorts or Playa may assign its rights and obligations under this Agreement; provided, however, that the obligations of Xx. Xxxxxxxxx are personal and shall not be assigned or delegated by him.

(i) Waiver. No delays or omission by Playa Resorts or Playa (with respect to Section 12 below) or Xx. Xxxxxxxxx in exercising any right under this Agreement shall operate

as a waiver of that or any other right. A waiver or consent given by Playa Resorts or Playa, as the case may be, or Xx. Xxxxxxxxx on any one (1) occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

(j) Captions. The captions appearing in this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

(k) Severability. In case any provision of this Agreement shall be held by a court or arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(l) Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument.

(m) Survival. The provisions of Sections 7 through 12 of this Agreement shall survive any termination of Xx. Xxxxxxxxx’x employment.

12.	Playa Appointments

(a) Xx. Xxxxxxxxx’x appointment as Playa CEO and Playa Chairman of the Board shall continue until terminated as provided herein.

(b) Xx. Xxxxxxxxx shall devote such business time, attention, skill and effort to the performance of his duties necessary to serve as Playa CEO and Playa Chairman of the Board. Xx. Xxxxxxxxx shall report to the Playa Board, who shall have the final and exclusive authority to direct, control and supervise the activities of Xx. Xxxxxxxxx as Playa CEO and Playa Chairman of the Board. Xx. Xxxxxxxxx shall perform his duties to the best of his ability, shall adhere to Playa’s published policies and procedures, and shall use his best efforts to promote Playa’s interests, reputation, business and welfare. Xx. Xxxxxxxxx shall serve in fiduciary relationship to Playa.

(d) Notice to Playa under this Agreement shall be to:

Playa Hotels and Resorts B.V.

0000 Xxxxxxxxxx Xxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000

Attention: General Counsel

Fax No. 000-000-0000

With a copy to:

Playa Hotels and Resorts B.V.

0000 Xxxxxxxxxx Xxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000

Attention: Chief Financial Officer

Fax No. 000-000-0000

13.

Approvals

The effectiveness of this Agreement is subject to the approval of the Playa Board. Delivery of this Agreement executed by Playa Resorts and Playa to Xx. Xxxxxxxxx shall be deemed conclusive evidence of such approval and upon such approval this Agreement shall be deemed effective as of the Effective Date.

14.	No Other Employment or Compensation

Xx. Xxxxxxxxx (x) represents and warrants to Playa Resorts and the other Playa Affiliates that, and (y) agrees that during the Employment Period, (a) he is not and shall not be a party to any employment agreement or directly or indirectly involved in any employment or consulting arrangement or relationship with Playa Resorts or any other Playa Affiliate, except for this Agreement and as expressly permitted hereunder, and (b) he is not and shall not be directly or indirectly receiving any compensation, fees or payments of any other kind in exchange for any employment, consulting or other services provided to Playa Resorts or any other Playa Affiliate, except as provided under this Agreement and as expressly permitted hereunder.

[Signatures follow on next page.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date.


XXXXX X. XXXXXXXXX	PLAYA RESORTS MANAGEMENT, LLC

/s/ Xxxxx X. Xxxxxxxxx	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		Its Authorized Representative

	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Its Authorized Representative

PLAYA HOTELS & RESORTS, B.V., signs below solely (i) for the purpose of evidencing its agreement to be bound by the terms and conditions of Section 12 of this Agreement and (ii) as conclusive evidence that this Agreement has been approved by the Playa Board:


PLAYA HOTELS & RESORTS, B.V.

Sign Name:		/s/ Xxxxxxx Xxxxxxx



Print Name:		Xxxxxxx Xxxxxxx



Title:		Board Member

Exhibit A

Sample Separation and General Release Agreement

This Separation Agreement (“Agreement”) is entered as of , between Xxxxx X. Xxxxxxxxx (hereinafter referred to as “Executive”) and Playa Resorts Management, LLC, a Delaware limited liability company and Playa Hotel & Resorts, B.V., a Dutch Company, (hereinafter collectively referred to as the “Company”). Executive and the Company collectively are referred to as the “Parties,” and individually are referred to as a “Party.”

RECITALS

WHEREAS, Executive was employed by the Company pursuant to the terms of employment agreement dated , 2016 (the “Employment Agreement”); and

WHEREAS, Executive’s employment has terminated effective pursuant to Section of the Employment Agreement; and

WHEREAS, Executive is entitled to certain post-termination payments contingent upon his execution of this Agreement; and

NOW, THEREFORE, in consideration of the promises, the performance of the covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Adoption of Recitals. The Parties hereto adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Agreement.

2. Severance Benefits.

a. Provided that Executive signs and returns this Agreement to the Company without revoking it, and complies with the material terms of this Agreement, the Company will provide the following Severance Benefits: pursuant to Section 6 of the Employment Agreement.

b. Payments upon Separation. 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 Executive’s employment and his delivery without revocation of the executed Agreement; (ii) to the extent required under Section 11(a) of the Employment Agreement, the first business day that is six (6) months following Executive’s separation from service; or (iii) the payment date required under the terms of any deferred compensation plan subject to the requirements of the Internal Revenue Code (“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 this 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.

c. Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 105(b), and any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred.

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made at such time as Executive has a separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company, as determined above.

3. Release. In consideration of the Severance Benefits, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Playa Resorts

Management, LLC, Playa Hotel & Resorts, B.V., Playa Management USA, LLC, and their related affiliates, subsidiaries, parents, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, executives, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to Executive’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, the Equal Pay Act, any local, state, federal or foreign whistleblower statute, regulation, ordinance or law, including the Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers’ Benefits Protection Act, and the Executive Retirement Income Security Act of 1974, the Florida Civil Rights Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of Executive’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. Executive understands that, by releasing all of Executive’s legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executive’s rights to bring any claims against any of them based on any actions, decisions or events occurring through the date Executive signs this Agreement including the terms and conditions of Executive’s employment and the termination of Executive’s employment.

Nothing in this Agreement shall be construed to prohibit Executive from contacting, filing a charge or participating in any proceeding or investigation by the U.S. Equal Employment Opportunity Commission (the “EEOC”), the Department of Labor (the “DOL”), the National Labor Relations Board (the “NLRB”), or other government agency. Notwithstanding the foregoing, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit filed by Executive or on Executive’s behalf.

4. Continuing Obligations. Executive acknowledges and reaffirms Executive’s obligation to keep confidential and not to disclose any and all non-public information concerning the Company that Executive acquired during the course of Executive’s employment with the Company, including, but not limited to, any non-public information concerning the Company’s

business affairs, business prospects, and financial condition. Executive further acknowledges and reaffirms Executive’s obligations set forth in the Sections 7 and 8 of the Employment Agreement, which remain in full force and effect.

5. Cooperation. Following Executive’s termination or resignation, Executive shall assist and cooperate with the Company in the orderly transition of work to others if so requested by the Company. Executive shall cooperate with the Company and be responsive to requests for information relating to business matters about which Executive may have information or knowledge and reasonably assist the Company, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to the Company’s business as to which business Executive had relevant knowledge, and the Company shall reimburse Executive for reasonable costs, including attorneys’ fees and expenses, actually incurred by Executive in connection with such assistance.

6. Non-disparagement. Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives, agents or representatives or about the Company’s or its subsidiaries’ business affairs and/or financial condition. Executive understands and agrees that Executive’s commitment not to defame, disparage, or impugn Company’s reputation constitutes a willing and voluntary waiver of Executive’s rights under the First Amendment of the United States Constitution and other laws. However, these non-disparagement obligations, do not limit Executive’s ability to truthfully communicate with the EEOC, DOL, NLRB and comparable state or local agencies or departments whether such communication is initiated by Executive or in response to the government.

7. Amendment and Waiver. This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties hereto. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators. No delay or omission by the Company or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

8. Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

9. Nature of Agreement. Executive understands and agrees that this Agreement is a separation agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.

10. Acknowledgments. Executive acknowledges that Executive has been given at least 21 days to consider this Agreement, and that the Company advised Executive to consult with an attorney of Executive’s own choosing prior to signing this Agreement. Executive understands that Executive may revoke this Agreement for a period of seven (7) days after Executive signs this Agreement by notifying the Company’s General Counsel, in writing, and the

Agreement shall not be effective or enforceable until the expiration of the Revocation Period. Executive understands and agrees that by entering into this Agreement, Executive is waiving any and all rights or claims Executive might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that Executive has received consideration beyond that to which Executive was previously entitled.

11. Tax Provision. In connection with the separation benefits to be provided to Executive pursuant to the Employment Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for any and all applicable taxes with respect to such payments under applicable law. Executive acknowledges that Executive is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the payments set forth in the Employment Agreement.

12. Voluntary Assent. Executive affirms that no other promises or agreements of any kind have been made to or with Executive by any person or entity whatsoever to cause Executive to sign this Agreement, and that Executive fully understands the meaning and intent of this Agreement. Executive states and represents that Executive had an opportunity to fully discuss and review the terms of this Agreement with an attorney. Executive further states and represents that Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof and signs Executive’s name of Executive’s own free act.

13. Entire Agreement. This Agreement and Sections 7 through 12 of the Employment Agreement, which survive termination of Executive’s employment with the Company, contain and constitute the entire understanding and agreement between Executive and the Company and supersede and cancel any other previous oral and written negotiations, agreements, and commitments between the Parties.

14. Arbitration.

a. Any disputes or claims between the Company and Executive in any way concerning Executive’s employment as CEO or his performance of the Playa Appointments, respectively, the termination of his employment under the Employment Agreement or Playa Appointments, a breach of this Agreement, its enforcement or any other matter relating thereto shall be submitted at the initiative of either Party to mandatory arbitration in the Commonwealth of Virginia before a single arbitrator under the Federal Arbitration Act and pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia or elsewhere. The Parties irrevocably consent to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each Party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys’ fees and expenses.

b. Notwithstanding the foregoing, the Company in its sole and absolute discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief, for damages and such other relief as the Company shall elect to enjoin, enforce or seek recovery for the breach of Executive’s covenants under the Employment Agreement. Such covenants shall be construed as agreements independent of any other provisions of the Employment Agreement and the existence of any claim or cause of action Executive may have against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Agreement Date.


XXXXX X. XXXXXXXXX				PLAYA RESORTS MANAGEMENT, LLC

				By:
				Print Name:
				Title:

				PLAYA HOTELS & RESORTS, B.V.
				By:
				Print Name:
				Title:

Exhibit B

Approved Equity Interests

(under Section 8(i)):

None

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Table of Contents

EXECUTIVE EMPLOYMENT AGREEMENT

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