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EXH. 10.70
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
STEVEN J. HEYER
NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
2004 LONG-TERM INCENTIVE COMPENSATION PLAN
Starwood Hotels & Resorts Worldwide, Inc., a corporation
organized
under the laws of Maryland (the "Company"),
has granted to the individual (the
"Optionee") named in the award notification
attached hereto as Appendix A (the
"Award Notification") as of the grant date
set forth in the Award Notification
(the "Option Date"), pursuant to the
provisions of the Starwood Hotels & Resorts
Worldwide, Inc. 2004 Long-Term Incentive
Compensation Plan (the "Plan"), a
Nonqualified Stock Option (the "Option") to
purchase from the Company that
number of Shares and at the Option Price
per Share set forth in the Award
Notification upon and subject to the terms
and conditions set forth below and
the terms and conditions set forth in the
Plan. References to employment by the
Company shall include employment by of a
Subsidiary. Capitalized terms not
defined herein shall have the meanings
specified in the Plan.
1. Option Subject to Acceptance of Agreement.
The Option may not be exercised unless the Optionee shall
accept
this Agreement by executing the Award
Notification in the space provided
therefor and returning the original
execution copy of the Award Notification to
the Company.
2. Time and Manner of Exercise of Option.
2.1. Maximum Term of Option. In no event may the Option be
exercised, in whole or in part, after the
eighth anniversary of the Option Date
(the "Expiration Date").
2.2. Exercise of Option. (a) The Option shall become
exercisable
pursuant to the vesting schedule set forth
in the attached Award Notification.
After the Option has become exercisable,
subject to termination of the Option
pursuant to the terms of this Agreement or
the Plan, the Option may be exercised
in the manner prescribed by Section 2.3
with respect to all or any portion of
the Shares with respect to which the Option
has become exercisable but has not
yet been exercised.
(b) If the Optionee's employment by the Company
terminates by reason of Disability or death
of the Optionee, the Option shall be
fully exercisable with respect to all of
the Shares subject to the Option on the
date of Disability or death and may
thereafter be exercised by the Optionee, the
Optionee's Legal Representative or
Permitted Transferee, as the case may be,
until the earlier of (i) the third
anniversary of the date of Executive's
termination of employment by reason of
Disability or death, and (ii) the
Expiration Date. The foregoing
notwithstanding, in the case of termination as a
result of Disability, during the one-year
period beginning from the date of
Disability, all vested but
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unexercised Options held by Optionee will
be canceled in the event Optionee
accepts any employment (including, but not
limited to, a position that is
substantially comparable to a position the
Optionee held with the Company), any
assignment, any position of responsibility,
or acquires any ownership interest
(other than holding and making investments
in common equity securities of any
corporation, limited partnership or other
entity that has its common equity
securities traded in a generally recognized
market, provided such equity
interest therein does not exceed 5% of the
outstanding shares or equity
interests in such corporation, limited
partnership or other entity), which
involves the Optionee's participation in a
hotel and leisure company engaged in
the operation of owned hotels, management
of hotels, franchising hotels,
development and operation of vacation
ownership resorts or the marketing and
selling of vacation ownership interests in
each such case in a (i) state within
500 miles of the Optionee's last (or
immediately prior) worksite for the
Company, (ii) the country in which the
Optionee worked for the Company, (iii) in
any other country in which the Company does
any of the enumerated acts, or (iv)
in any other country of the world.
(c) If the Optionee's employment by the Company is terminated by
the
Company for Cause, the Option, whether or
not then exercisable, shall terminate
automatically on the effective date of the
Optionee's termination of employment
or service.
(d) If the Optionee's employment with the Company terminates
because
of voluntary resignation by the Optionee
without "Good Reason", the Option shall
be exercisable only to the extent it is
exercisable on the effective date of the
Optionee's termination of employment and
may thereafter be exercised by the
Optionee, the Optionee's Legal
Representative or Permitted Transferee until and
including the earlier to occur of (i) the
date which is thirty days after the
effective date of the Optionee's
termination of employment by voluntary
resignation, and (ii) the Expiration
Date.
(e) If the Optionee's employment with the Company terminates
because
of Retirement, the Option shall continue to
vest as set forth in this Award
Agreement and the Optionee may exercise any
vested portion of the Option up
until and including the earlier to occur of
(i) the fifth anniversary of the
Optionee's effective date of Retirement,
and (ii) the Expiration Date; provided,
however, that any unvested portion of an
Option not exercised by the fifth
anniversary of the Optionee's effective
date of Retirement shall be canceled.
The foregoing notwithstanding, during the
three-year period beginning from the
date of Retirement, all vested but
unexercised Options and all unvested Options
held by Optionee will be canceled in the
event Optionee accepts any employment
(including, but not limited to, a position
that is substantially comparable to a
position the Optionee held with the
Company), any assignment, any position of
responsibility, or acquires any ownership
interest (other than holding and
making investments in common equity
securities of any corporation, limited
partnership or other entity that has its
common equity securities traded in a
generally recognized market, provided such
equity interest therein does not
exceed 5% of the outstanding shares or
equity interests in such corporation,
limited partnership or other entity), which
involves the Optionee's
participation in a hotel and leisure
company engaged in the operation of owned
hotels, management of hotels, franchising
hotels, development and operation of
vacation ownership resorts or the marketing
and selling of vacation ownership
2
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interests in each such case in a (i) state
within 500 miles of the Optionee's
last (or immediately prior) worksite for
the Company, (ii) the country in which
the Optionee worked for the Company, (iii)
in any other country in which the
Company does any of the enumerated acts, or
(iv) in any other country of the
world.
(f) If the Optionee's employment with the Company terminates
because
of Optionee's resignation for "Good Reason"
or by the Company without Cause, the
Option shall be fully exercisable with
respect to all of the Shares subject to
the Option on the date of termination of
employment and may thereafter be
exercised by the Optionee, the Optionee's
Legal Representative or Permitted
Transferee, as the case may be, until the
earlier of (i) the third anniversary
of the date of Executive's termination of
employment, and (ii) the Expiration
Date.
(g) If the Optionee dies during the thirty-day period following
voluntary resignation by the Optionee, the
Option shall be exercisable only to
the extent it is exercisable on the date of
death and may thereafter be
exercised by the Optionee's Legal
Representative or Permitted Transferee until
and including the earlier to occur of (i)
the date which is thirty days after
the date of death and (ii) the Expiration
Date. If the Optionee dies during the
five-year period following termination of
employment or service by reason of
Retirement, the Option shall be fully
exercisable with respect to all of the
Shares subject to the Option on the date of
death and may thereafter be
exercised by the Optionee's Legal
Representative or Permitted Transferee until
and including the earliest to occur of (i)
the date which is one year after the
date of death and (ii) the Expiration
Date.
(h) Notwithstanding anything to the contrary contained herein,
in
the event that Optionee's employment with
the Company terminates at the end of
the employment term by reason of the
Company providing a notice of non-renewal
pursuant to Section 2.1 of Optionee's
employment agreement with the Company, the
Option shall be fully exercisable with
respect to all of the Shares subject to
the Option on the date of termination of
employment and may thereafter be
exercised by the Optionee, the Optionee's
Legal Representative or Permitted
Transferee, as the case may be, until the
earlier of (i) the third anniversary
of the date of Executive's termination of
employment, and (ii) the Expiration
Date.
2.3. Method of Exercise and Payment. Subject to the limitations
set
forth in this Agreement, the Option may be
exercised by the Optionee (1) by
giving oral, written or electronic notice
to the Company or its designated
representative specifying the number of
whole Shares to be purchased and payment
therefor in full on or prior to the Payment
Date (as defined below) either (i)
in cash or its equivalent, (ii) by
tendering previously owned whole Shares (or
delivering a certification or
