Common use of Protected Rights Clause in Contracts

Protected Rights. Nothing contained in this Agreement limits (i) Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

Protected Rights. Nothing contained Notwithstanding anything in this Agreement limits to the contrary, (i) Participant’s ability nothing in this Agreement, including but not limited to disclose the release, or other agreement prohibits Executive from reporting possible violations of law or regulation to any information governmental agency or entity, including but not limited to governmental agencies the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or commissions as communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be required conducted by lawGovernment Agencies, including providing documents or other information; (ii) Participant’s right Executive does not need the prior authorization of Employers to communicatetake any action described in (i), cooperate or file a complaint with and Executive is not required to notify Employers that he has taken any U.S. federal, state or local governmental or law enforcement branch, agency or entity action described in (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications i); and disclosures are consistent with applicable law, or (iii) Participantneither this Agreement nor the release limits Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant Further, notwithstanding the foregoing, Executive shall not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (x) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of or law, ; or (iiy) is made in a complaint compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant rights described in this subparagraph (h) are referred to in this Agreement as the “Protected Rights.” It is acknowledged that the purpose of these covenants and promises is (and that they are necessary) to protect Employers’ legitimate business interests, to protect Employers’ investment in the overall development of its business and the good will of its customers, and to protect and retain (and to prevent Executive from unfairly and to the detriment of Employers utilizing or taking advantage of) such business trade secrets and Confidential Information of Employers and those substantial contacts and relationships (including those with customers and employees of Employers) which Executive established due to his employment with Employers. This Agreement is not be required intended to give prior notice preclude Executive’s opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so long as they meet the requirements of this Agreement. Executive represents that his experience and abilities are such that existence or enforcement of these covenants and promises shall not prevent Executive from earning or pursuing an adequate livelihood and shall not cause an undue burden to Executive or his family. Executive acknowledges that these covenants and promises (or get prior authorization fromand their respective time, geographic, and/or activity limitations) the Company regarding any such communication or disclosure. Except as otherwise provided are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in this paragraph or under applicable lawlight of Executive’s position with Employers and Employers’ business, under no circumstance is the Participant authorized and Executive agrees to disclose any information covered strictly abide by the Company’s terms hereof. If any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any other member of applicable law or public policy, the Company Group’s attorney-client privilege provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Companypublic policy.

Protected Rights. Nothing contained Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement limits or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (i) Participant’s ability to disclose the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any information to governmental agencies investigation or commissions as proceeding that may be required conducted by lawGovernment Agencies, including providing documents or other information, (ii) Participant’s right the Participant does not need the prior authorization of the Company to communicatetake any action described in (i), cooperate and the Participant is not required to notify the Company that he or file a complaint with she has taken any U.S. federal, state or local governmental or law enforcement branch, agency or entity action described in (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications i); and disclosures are consistent with applicable law, or (iii) this Agreement does not limit the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall will not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (or get prior authorization from) the Company regarding any such communication or disclosure. Except except as otherwise provided set forth in this paragraph or under applicable law, under no circumstance is Section 2(a)(iii) hereof). APPENDIX B HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the Participant authorized meaning given to disclose any information covered by such terms in the Company’s or any other member of Plan and the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the CompanyRestricted Stock Unit Agreement.

Protected Rights. Nothing contained in this Agreement limits (i) Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.. The provisions of Section 2 hereof will survive the termination of Participant’s employment for any reason. APPENDIX B HILTON 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Share Agreement. For the avoidance of doubt, all provisions of the Performance Share Agreement and the Award Notice apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

Protected Rights. Nothing contained Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement limits or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (i) Participant’s ability to disclose the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any information to governmental agencies investigation or commissions as proceeding that may be required conducted by lawGovernment Agencies, including providing documents or other information, (ii) Participant’s right the Participant does not need the prior authorization of the Company to communicatetake any action described in (i), cooperate and the Participant is not required to notify the Company that he or file a complaint with she has taken any U.S. federal, state or local governmental or law enforcement branch, agency or entity action described in (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications i); and disclosures are consistent with applicable law, or (iii) this Agreement does not limit the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall will not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (or get prior authorization from) the Company regarding any such communication or disclosure. Except except as otherwise provided set forth in this paragraph or under applicable law, under no circumstance is Section 2(a)(iii) hereof). APPENDIX B HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the Participant authorized meaning given to disclose any information covered by such terms in the Company’s or any other member of Plan and the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the CompanyRestricted Stock Unit Agreement.

Protected Rights. Nothing contained Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement limits or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (i) Participant’s ability to disclose the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any information to governmental agencies investigation or commissions as proceeding that may be required conducted by lawGovernment Agencies, including providing documents or other information, (ii) Participant’s right the Participant does not need the prior authorization of the Company to communicatetake any action described in (i), cooperate and the Participant is not required to notify the Company that he or file a complaint with she has taken any U.S. federal, state or local governmental or law enforcement branch, agency or entity action described in (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications i); and disclosures are consistent with applicable law, or (iii) this Agreement does not limit the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall will not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (or get prior authorization from) the Company regarding any such communication or disclosure. Except except as otherwise provided set forth in this paragraph or under applicable law, under no circumstance is Section 2(a)(iii) hereof). 2018 PSU APPENDIX B HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the Participant authorized meaning given to disclose any information covered by such terms in the Company’s or any other member of Plan and the Company Group’s attorneyPerformance- and Service-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the CompanyBased Restricted Stock Unit Agreement.

Protected Rights. Nothing contained Notwithstanding anything in this Agreement limits to the contrary, (ia) Participant’s ability to disclose any information to governmental agencies nothing in this Agreement or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to other agreement prohibits the Participant from reporting possible violations of any U.S. federal, state or local law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise make disclosures participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) the Participant does not need the prior PSA Agreement (Employees – without Employment Agreement) authorization of the Employers to take any Governmental Entityaction described in (a), and the Participant is not required to notify the Employers that he or she has taken any action described in each case, that are protected under (a); and (c) this Agreement does not limit the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (x) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of or law, ; or (iiy) is made in a complaint compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided rights described in this paragraph or under applicable law, under no circumstance is Section 8 are referred to in this Agreement as the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company“Protected Rights.”

Protected Rights. Nothing contained in this Agreement limits agreement is intended to, or does, prohibit the Executive from (i) Participant’s ability to disclose any filing a charge or complaint with, providing truthful information to governmental agencies or commissions as may be required by lawto, or cooperating with an investigation being conducted by a governmental agency (such as the SEC)); (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, engaging in each case, that are other legally-protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or activities; (iii) Participant’s right to receive an award from a Governmental Entity for information provided giving truthful testimony or making statements under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating oath in response to a possible securities subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation to of law. Accordingly, the Securities and Exchange Commission. The Participant Executive understands that he shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If The Executive likewise understands that, in the Participant event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law the Participant law, he may disclose the trade secret secret(s) of such Group Company to the his attorney of the Participant and use the trade secret information in the court proceeding, if the Participant he (i) files any document containing the trade secret under seal, ; and (ii) does not disclose the trade secret, except pursuant to court order. The Participant is not be required In accordance with applicable law, and notwithstanding any other provision of this agreement, nothing in this agreement or any of any policies or agreements of the Group or its affiliates applicable to give the Executive (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to (the Group or get its affiliates or obtain their prior authorization from) the Company regarding approval before engaging in any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Companycommunications.

Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.. The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason. APPENDIX B HILTON 2017 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (2017 GRANT) TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Agreement apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

Protected Rights. Nothing contained in this Agreement limits agreement is intended to, or does, prohibit the Executive from (i) Participant’s ability to disclose any filing a charge or complaint with, providing truthful information to governmental agencies or commissions as may be required by lawto, or cooperating with an investigation being conducted by a governmental agency (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to as the Securities and Exchange CommissionCommission (the "SEC")); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. The Participant Accordingly, the Executive understands that he shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If The Executive likewise understands that, in the Participant event he files a lawsuit for retaliation by an employer any member of the Group for reporting a suspected violation of law the Participant law, he may disclose the trade secret secret(s) of such Group Company to the his attorney of the Participant and use the trade secret information in the court proceeding, if the Participant he (i) files any document containing the trade secret under seal, ; and (ii) does not disclose the trade secret, except pursuant to court order. The Participant is not be required In accordance with applicable law, and notwithstanding any other provision of this agreement, nothing in this agreement or any of any policies or agreements of the Group or its affiliates applicable to give the Executive (i) impedes his right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires him to provide any prior notice to (the Group or get its affiliates or obtain their prior authorization from) the Company regarding approval before engaging in any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Companycommunications.

Protected Rights. Nothing contained in this Agreement limits (i) Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.. The provisions of Section 2 hereof will survive the termination of Participant’s employment for any reason. APPENDIX B HILTON 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Share Agreement. For the avoidance of doubt, all provisions of the Agreement apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

Protected Rights. Nothing contained in this Agreement limits (i) Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade t rade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

Protected Rights. Nothing Notwithstanding the foregoing or any other provision of this Release, Executive acknowledges that nothing contained in this Agreement Release limits (i) ParticipantExecutive’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a charge or complaint with any U.S. a federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) commission. Executive further acknowledges that this Release does not limit Executive’s ability to communicate with respect to possible violations of any U.S. federal, state or local law or regulation, government agencies or otherwise make disclosures participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) ParticipantVerisk. This Release does not limit Executive’s right to receive an incentive award from a Governmental Entity for information provided under to any whistleblower programgovernment agencies. Furthermore, without notice notwithstanding the foregoing or any other provision of this Release, Executive understands that, pursuant to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that that: (i) is made (iA) in confidence to a U.S. federal, state, local or local non-U.S. government official official, either directly or indirectly, or to an attorney attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant Executive also understands that if Executive files a lawsuit for retaliation by an employer Xxxxxx for reporting a suspected violation of law the Participant law, Executive may disclose the trade secret to the Executive’s attorney of the Participant and use the trade secret information in the court proceeding, if the Participant Executive (x) files any document containing the trade secret under seal, ; and (y) does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member Executive understands that if a disclosure of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets was not done in good faith pursuant to the above, then Executive may be subject to liability, including, without the prior written consent of the Companylimitation, punitive damages and attorneys’ fees.

Protected Rights. Nothing contained Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement limits or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (i) Participant’s ability to disclose the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any information to governmental agencies investigation or commissions as proceeding that may be required conducted by lawGovernment Agencies, including providing documents or other information, (ii) Participant’s right the Participant does not need the prior authorization of the Company to communicatetake any action described in (i), cooperate and the Participant is not required to notify the Company that he or file a complaint with she has taken any U.S. federal, state or local governmental or law enforcement branch, agency or entity action described in (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications i); and disclosures are consistent with applicable law, or (iii) this Agreement does not limit the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall will not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (or get prior authorization from) the Company regarding any such communication or disclosure. Except except as otherwise provided set forth in this paragraph or under applicable law, under no circumstance is Section 2(a)(iii) hereof). Form for Employees (Other than Xxxx Xxxx) APPENDIX B HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN SPECIAL TRANSACTION INCENTIVE PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the Participant authorized meaning given to disclose any information covered by such terms in the Company’s or any other member of Plan and the Company Group’s attorneySpecial Transaction Incentive Performance- and Service-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the CompanyBased Restricted Stock Unit Agreement.

Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for Appendix A - 6 retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

Protected Rights. Nothing Notwithstanding the foregoing or any other provision of this Agreement, Executive acknowledges that nothing contained in this Agreement limits (i) ParticipantExecutive’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a charge or complaint with any U.S. a federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) commission. Executive further acknowledges that this Agreement does not limit Executive’s ability to communicate with respect to possible violations of any U.S. federal, state or local law or regulation, government agencies or otherwise make disclosures to participate in any Governmental Entityinvestigation or proceeding that may be conducted by any government agency, in each case, that are protected under the whistleblower provisions of any such law including providing documents or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower programother information, without notice to the CompanyVerisk. This Agreement does not limit ParticipantExecutive’s right to seek and obtain a whistleblower receive an incentive award for providing information relating provided to a possible securities law violation any government agencies. Furthermore, notwithstanding Executive’s confidentiality obligations set forth in this Agreement, Executive understands that, pursuant to the Securities and Exchange Commission. The Participant shall Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that that: (i) is made (iA) in confidence to a U.S. federal, state, local or local non-U.S. government official official, either directly or indirectly, or to an attorney attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant Executive also understands that if Executive files a lawsuit for retaliation by an employer Xxxxxx for reporting a suspected violation of law the Participant law, Executive may disclose the trade secret to the Executive’s attorney of the Participant and use the trade secret information in the court proceeding, if the Participant Executive (x) files any document containing the trade secret under seal, ; and (y) does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member Executive understands that if a disclosure of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets was not done in good faith pursuant to the above, then Executive may be subject to liability, including, without the prior written consent of the Companylimitation, punitive damages and attorneys’ fees.

Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the Appendix A - 6 purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

Protected Rights. Nothing contained Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement limits or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i) Participant’s ability , and the Participant is not required to disclose notify the Company that he or she has taken any information to governmental agencies or commissions as may be required by law, or action described in (iii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications ; and disclosures are consistent with applicable law, or (iii) this Agreement does not limit the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Further, notwithstanding the foregoing, the Participant shall will not be held criminally or civilly liable under any U.S. federal federal, state or state local trade secret law for the disclosure of a trade secret that (i) is made (iA) in confidence to a U.S. federal, state, state or local government official official, either directly or indirectly, or to an attorney attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, ; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law the Participant may disclose the a trade secret to the his or her attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files so long as any document containing the trade secret is filed under seal, seal and the individual does not disclose the trade secret, secret except pursuant to court order. The Participant is not be required to give prior notice to provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (or get prior authorization from) the Company regarding any such communication or disclosure. Except except as otherwise provided set forth in this paragraph or under applicable law, under no circumstance is Section 2(A)(iii) hereof). APPENDIX B HILTON GRAND VACATIONS INC. 2017 OMNIBUS INCENTIVE PLAN PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein shall have the Participant authorized meaning given to disclose any information covered by such terms in the Company’s or any other member of Plan and the Company Group’s attorneyPerformance- and Service-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the CompanyBased Restricted Stock Unit Agreement.

Protected Rights. Notwithstanding any provision of this Transition Agreement, or in the Non-Solicitation Agreement (including, without limitation, Sections 3 and 5 of the Non-Solicitation Agreement), to the contrary: • Nothing contained in this Transition Agreement or in the Non-Solicitation Agreement limits (i) Participant’s ability your rights to disclose discuss the terms, wages, and working conditions of your employment, as protected by applicable law. • Nothing in this Transition Agreement or in the Non-Solicitation Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. • Nothing in this Transition Agreement or in the Non-Solicitation Agreement prevents you from reporting confidential information in a confidential manner either to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental government official or law enforcement branch, agency to an attorney where such disclosure is solely for the purpose of reporting or entity (collectively, investigating a “Governmental Entity”) with respect to possible violations suspected violation of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right pursuant to receive an award from any other legally-protected whistleblower rights or where otherwise required in a Governmental Entity for information provided under any whistleblower program, without notice legal process. • Pursuant to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall Defend Trade Secrets Act of 2016, you may not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that that: (a) is made (i) in confidence to a U.S. federal, state, or local government official official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, ; or (iib) is made in a complaint or other document that is filed in a lawsuit or other proceeding, if provided that such filing is made under seal. If Further, the Participant files Company and the Operating Partnership will not retaliate against you in any way for any such disclosure made in accordance with the law. In the event a lawsuit for retaliation by an employer for reporting a suspected violation disclosure is made, and you file any type of law proceeding against the Participant Company or the Operating Partnership alleging that the Company or the Operating Partnership retaliated against you because of such disclosure, you may disclose the relevant trade secret to the your attorney of the Participant and may use the trade secret information in the court proceeding, proceeding if the Participant files (i) you file any document containing the trade secret under seal, and does (ii) you do not otherwise disclose the trade secret, secret except pursuant to court or arbitral order. The Participant is not be required to give prior notice to For the avoidance of doubt, your honest statements made in the good faith performance of your duties as member (or get prior authorization fromChair) of the Company regarding any such communication Board and not intended to become public, as well as your honest statements made to a member of the Board or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member Chief Executive Officer in the good faith performance of the Company Group’s attorney-client privilege or attorney work product or Services during the Company’s or any other member Consulting Period, shall not be a violation of Section 5 of the Company Group’s trade secrets without the prior written consent of the CompanyNon-Solicitation Agreement.

Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.. The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason. APPENDIX B HILTON 2017 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Restricted Stock Unit Agreement and the Award Notice apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.