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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