HOST HOTELS & RESORTS, INC. Non-Employee Directors' Deferred Stock Compensation Plan

Exhibit 10.30

HOST HOTELS & RESORTS, INC.

Non-Employee Directors’ Deferred Stock Compensation Plan

As Amended and Restated Effective as of January 1, 2008

TABLE OF CONTENTS

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HOST HOTELS & RESORTS, INC.

Non-Employee Directors’ Deferred Stock Compensation Plan

WHEREAS, Host Marriott Corporation sponsored the Host Marriott Corporation Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated January 1, 2005 (the “Plan”); and

WHEREAS, Host Marriott Corporation changed its name to Host Hotels & Resorts, Inc.; and

WHEREAS, pursuant to Section 14.3 of the Plan, the Board (as defined in Section 2.1) reserves the right to amend the Plan at any time; and

WHEREAS, the Board has determined to amend the Plan to reflect the final regulations issued under Section 409A of the Internal Revenue Code (as part of the American Jobs Creation Act of 2004); and

WHEREAS, Host Hotels & Resorts, Inc. intends to comply fully with the requirements of Section 409A of the Code, and Treasury regulations to be issued from time to time interpreting the statute;

NOW, THEREFORE, set forth herein are the terms of the Plan, as amended and restated effective as of January 1, 2008, for the benefit of certain non-employee directors.

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.1 Purpose . The Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan (the “Plan”) is intended to advance the interests of Host Hotels & Resorts, Inc. and its shareholders by providing a means to attract and retain highly-qualified persons to serve as non-employee Directors and to promote ownership by non-employee Directors of a greater proprietary interest in Host Hotels & Resorts, Inc., thereby aligning such Directors’ interests more closely with the interests of shareholders of Host Hotels & Resorts, Inc.

1.2 Effective Date . This amendment and restatement of the Plan shall become effective as of January 1, 2008.

ARTICLE II

DEFINITIONS

The following terms shall be defined as set forth below:

2.1 Board .

“Board” means the Board of Directors of the Company.

2.2 Code .

“Code” means the Internal Revenue Code of 1986, as amended and the regulations issued thereunder.

2.3 Committee .

“Committee” has the meaning set forth in Section 4.1.

2.4 Company .

“Company” means Host Hotels & Resorts, Inc., a Maryland corporation, or any successor thereto.

2.5 Contribution Date .

“Contribution Date” means the Contribution Date as defined in the Employee Benefits and Other Employment Matters Allocation Agreement between Host Hotels & Resorts, Inc., Host Hotels & Resorts, L.P. and Crestline Capital Corporation.

2.6 Deferral Date .

“Deferral Date” has the meaning set forth in Section 6.4.

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2.7 Deferral Election .

“Deferral Election” means the written election filed with the Committee in accordance with Sections 6.2(a).

2.8 Director .

“Director” means any individual who is a member of the Board.

2.9 Director Stock Awards .

“Director Stock Awards” means the stock awards described in Article VII of this Plan.

2.10 Distribution Election .

“Distribution Election” means the written election filed with the Committee in accordance with Sections 6.2(b).

2.11 Exchange Act .

“Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act include rules thereunder and successor provisions and rules thereto.

2.12 Fair Market Value .

“Fair Market Value” means the average of the highest and lowest quoted selling prices for the Shares on the relevant date, or (if there were no sales on such date) the average so computed on the nearest day before and the nearest day after the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee.

2.13 Fees .

“Fees” means all or part of any retainer and/or fees payable to a non-employee Director in his or her capacity as a Director.

2.14 Participant .

“Participant” means a Director who is not employed by the Company or its affiliates and who is approved by the Board to participate in this Plan.

2.15 Plan .

“Plan” has the meaning set forth in Section 1.1.

2.16 Secretary .

“Secretary” means the Corporate Secretary or any Assistant Corporate Secretary of the Company.

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2.17 Separation from Service .

“Separation from Service” shall mean the termination of Participant’s services to the Employer in accordance with Treas. Reg. §1.409A-1(h). A transfer within and among the Employer and any member of a controlled group, as provided in Code Section 409A(d)(6), shall not be deemed a Separation from Service.

2.18 Shares .

“Shares” means shares of the common stock of Company, par value $1.00 per share, for the period before the Contribution Date, and shares of common stock of the Company, par value $0.01 per share, for the period beginning on or after the Contribution Date.

2.19 Special One Time Director Stock Awards .

“Special One-Time Director Stock Awards” means the stock awards described in Article IX of this Plan.

2.20 Stock Units .

“Stock Units” means the credits to a Participant’s Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account.

2.21 Stock Unit Account .

“Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.4.

ARTICLE III

SHARES AVAILABLE UNDER THE PLAN

Subject to adjustment as provided in Article XII, the maximum number of Shares that may be distributed in settlement of Stock Unit Accounts under this Plan shall not exceed 500,000. Such Shares may include authorized but unissued Shares or treasury Shares.

ARTICLE IV

ADMINISTRATION

4.1 Plan Administration . This Plan shall be administered by the Board’s Compensation Policy Committee (the “Committee”), or such other committee which shall be composed of “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act as may be designated by the Board. Notwithstanding the foregoing, no Director who is a Participant under this Plan shall participate in any determination relating solely or primarily to his or her own Shares, Stock Units or Stock Unit Account.

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4.2 Administrative Duty . It shall be the duty of the Committee to administer this Plan in accordance with its provisions and to make such recommendations of amendments or otherwise as it deems necessary or appropriate.

4.3 Committee Authority . The Committee shall have the authority to make all determinations it deems necessary or advisable for administering this Plan, subject to the limitations in Section 4.1 and other explicit provisions of this Plan.

ARTICLE V

ELIGIBILITY

5.1 Eligibility . Each Director who is not an emplo