Exhibit 10.3
FORM OF MI SHARES
AGREEMENT
MARRIOTT INTERNATIONAL,
INC.
STOCK AND CASH INCENTIVE
PLAN
(ANNUAL GRANTS)
Amended as of May 1,
2009
THIS AGREEMENT (the
“Agreement”) is made on <<GRANT
DATE>> (the “Grant Date”) by MARRIOTT
INTERNATIONAL, INC. (the “Company”) and
<<PARTICIPANT NAME>>
(“Employee”).
WITNESSETH:
WHEREAS, the Company maintains the
Marriott International, Inc. Stock and Cash Incentive Plan, as
amended (the “Plan”); and
WHEREAS, the Company wishes to award
to designated employees certain MI Share awards as provided in
Article 9A of the Plan; and
WHEREAS, Employee has been approved
by the Compensation Policy Committee (the “Committee”)
of the Company’s Board of Directors (the “Board”)
to receive an award of MI Shares under the Plan;
NOW, THEREFORE, it is agreed as
follows:
1. Prospectus . Employee has
been provided with, and hereby acknowledges receipt of, a
Prospectus for the Plan dated February 29, 2008, which
contains, among other things, a detailed description of the MI
Share award provisions of the Plan.
2. Interpretation . The
provisions of the Plan are incorporated by reference and form an
integral part of this Agreement. Except as otherwise set forth
herein, capitalized terms used herein shall have the meanings given
to them in the Plan. In the event of any inconsistency between this
Agreement and the Plan, the terms of the Plan shall govern. A copy
of the Plan is available from the Compensation Department of the
Company upon request. All decisions and interpretations made by the
Committee or its delegate with regard to any question arising
hereunder or under the Plan shall be binding and
conclusive.
3. Grant of MI Shares .
Subject to the terms of the Plan, Employee’s acceptance of
this Agreement, and subject to satisfaction of the tax provisions
of the Company’s International Assignment Policy
(“IAP”), if applicable, this award (the
“Award”) of <<QTY GRANTED>> MI
Shares is made as of the Grant Date.
4. MI Share and Common Share
Rights . The MI Shares awarded under this Agreement shall be
recorded in a Company book-keeping account and shall represent
Employee’s unsecured right to receive from the Company the
transfer of title to shares of Common Stock of the Company
(“Common Shares”) in accordance with the schedule of
Vesting Dates set forth in paragraph 5 below, provided that
Employee has satisfied the Conditions of Transfer set forth in
paragraph 6 below and subject to the satisfaction of the provision
on withholding taxes set forth in paragraph 9 below. On each such
Vesting Date, if it occurs, the Company shall reverse the
book-keeping entry for all such related MI Shares and transfer a
corresponding number of Common Shares (which may be reduced by the
number of shares withheld to satisfy withholding taxes as set forth
in paragraph 9 below, if share reduction is the method utilized for
satisfying the tax withholding obligation) to an individual
brokerage account (the “Account”) established and
maintained in Employee’s name. Employee shall have all the
rights of a stockholder with respect to such Common Shares
transferred to the Account, including but not limited to the right
to vote the Common Shares, to sell, transfer, liquidate or
otherwise dispose of the Common Shares, and to receive all
dividends or other distributions paid or made with respect to the
Common Shares from the time they are deposited in the Account.
Employee shall have no voting, transfer, liquidation, dividend or
other rights of a Common Share stockholder with respect to MI
Shares prior to such time that the corresponding Common Shares are
transferred, if at all, to Employee’s Account.
5. Vesting in MI
Shares . The MI Shares shall vest pro rata with respect to an
additional 25 percent of the MI Shares granted hereunder on the
15 th day of the month in which occurs
the first, second, third and fourth anniversaries of the Grant
Date, respectively. Notwithstanding the foregoing, in the event
that any such 15 th day of the month is a Saturday,
Sunday or other day on which stock of the Company is not traded on
the New York Stock Exchange or another national exchange, then the
Vesting Date shall be the next following day on which the stock of
the Company is traded on the New York Stock Exchange or another
national exchange.
6. Conditions of Transfer .
With respect to any MI Shares awarded to Employee, as a condition
of Employee receiving a transfer of corresponding Common Shares in
accordance with paragraph 4 above, Employee shall meet all of the
following conditions during the entire period from the Grant Date
hereof through the Vesting Date relating to such MI
Shares:
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(a)
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Employee must
continue to be an active employee of the Company (“Continuous
Employment”);
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(b)
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Employee must
refrain from Engaging in Competition (as defined in
Section 2.25 of the Plan) without first having obtained the
written consent thereto from the Company
(“Non-competition”); and
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(c)
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Employee must
refrain from committing any criminal offense or malicious tort
relating to or against the Company or, as determined by the
Committee in its discretion, engaging in willful acts or omissions
or acts or omissions of gross negligence that are or potentially
are injurious to the Company’s operations, financial
condition or business reputation. (“No Improper
Conduct”). The Company’s determination as to whether or
not particular conduct constitutes Improper Conduct shall be
conclusive.
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If Employee should fail to meet the
requirements relating to (i) Continuous Employment,
(ii) Non-competition, or (iii) No Improper Conduct, then
Employee shall forfeit the right to vest in any MI Shares that have
not already vested as of the time such failure is determined, and
Employee shall accordingly forfeit the right to receive the
transfer of title to any corresponding Common Shares. The
forfeiture of rights with respect to unvested MI Shares (and
corresponding Common Shares) shall not affect the rights of
Employee with respect to any MI Shares that already have vested nor
with respect to any Common Shares the title of which has already
been transferred to Employee’s Account.
7. Non-Assignability . The MI
Shares shall not be assignable or transferable by Employee except
by will or by the laws of descent and distribution. During
Employee’s lifetime, the MI Shares may be exercised only by
Employee or, in the event of incompetence, by Employee’s
legally appointed guardian.
8. Effect of Termination of
Employment .
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(a)
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In the event
Employee’s Continuous Employment is terminated prior to the
relevant Vesting Date on account of death, and if Employee had
otherwise met the requirements of Continuous Employment,
Non-competition and No Improper Conduct from the Grant Date through
the date of such death, then Employee’s unvested MI Shares
shall immediately vest in full upon death and Employee’s
rights hereunder with respect to any such MI Shares shall inure to
the benefit of Employee’s executors, administrators, personal
representatives and assigns.
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(b)
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In the event
Employee’s Continuous Employment is terminated prior to the
relevant Vesting Date on account of Employee’s Retirement (as
defined below), and if Employee had otherwise met the requirements
of Continuous Employment, Non-competition and No Improper
Con
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