0001193125-16-712286 Sample Contracts

FORM OF MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This Master Transition Services Agreement (this “Agreement”) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”). Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the “Distribution Agreement”).

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FORM OF DISTRIBUTION AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as of , 2016
Distribution Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) and for purposes of Sections 7.2 and 7.3, Hilton Domestic Operating Company Inc. (“OpCo”), a subsidiary of HLT. Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 16th, 2016 • Park Hotels & Resorts Inc. • Hotels & motels • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of April 2016, by and between Hilton Worldwide, Inc. (the “Company”), and Thomas J. Baltimore, Jr. (the “Executive”).

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