Exhibit 10.5
FORM OF EMPLOYEE NON-QUALIFIED
STOCK OPTION AGREEMENT
MARRIOTT INTERNATIONAL, INC.
STOCK AND CASH INCENTIVE PLAN
(OFF-CYCLE GRANTS)
THIS AGREEMENT (the
“Agreement”) is made on <GRANT DATE> (the
“Award 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 option awards as provided in
Article 6 of the Plan (“Options” or
“Awards”); 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 Options 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 <DATE> , which contains,
among other things, a detailed description of the Option 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. (The
options granted pursuant to this Agreement are not intended to
qualify as “incentive stock options” within the meaning
of Section 422 of the Internal Revenue Code.)
3. Grant of Options. The
Company hereby grants to Employee as of the Grant Date Options to
purchase < QTY GRANTED> shares of the Company’s
Common Stock (the “Option Shares”), subject to the
terms and conditions of the Plan, Employee’s acceptance of
this Agreement and satisfaction of the tax provisions of the
Company’s International Assignment Policy
(“IAP”), if applicable.
4. Purchase Price. Subject to
Paragraph 12 hereof, the purchase price per share of the Option
Shares is <GRANT PRICE> (the “Option
Price”).
5. Waiting Period and Exercise
Dates. The Option Shares may not be purchased before
<DATE> (the “waiting period”). Following
the waiting period, the Option Shares may be purchased in
accordance with the following schedule: <PERCENTAGE>
of the Option Shares commencing on the <DATES> ,
respectively. To the extent that the Options to purchase Option
Shares are not exercised by Employee when they become initially
exercisable, the Options shall not expire but shall be carried
forward and shall be exercisable at any time thereafter; provided,
however, that the Options shall not be exercisable after the
expiration of ten (10) years from the Grant Date or sooner as
set forth in paragraph 9, if applicable. Exercise of the Options
shall not be dependent upon the prior or sequential exercise of any
other options heretofore granted to Employee by the Company. Except
as provided in Article 6 of the Plan and Paragraph 9 below, the
Options may not be exercised at any time unless Employee shall then
be an employee of the Company.
6. Method of Exercising
Options. To exercise the Options, the person entitled to
exercise the Options must provide a signed written notice or the
equivalent to the Company or its designee, as prescribed in the
administrative procedures of the Plan, stating the number of Option
Shares with respect to which the Options are being exercised. The
Options may be exercised by (a) payment of the Option Price
for the Option Shares being purchased in accordance with procedures
established by the Committee, (b) making provision for the
satisfaction of the applicable withholding taxes, and (c) an
undertaking to furnish and execute such documents as the Company
deems necessary (i) to evidence such exercise, and
(ii) to determine whether registration is then required to
comply with the Securities Act of 1933 or any other law. Upon
payment of the Option Price and provision for the satisfaction of
the withholding taxes, the Company shall provide confirmation from
the Plan record keeper that the transfer agent for the common stock
of the Company is holding shares for the account of such person in
a certificateless account. Pursuant to procedures, if any, that may
be adopted by the Committee or its delegate, payment of the Option
Price may be made by delivery of shares of the Company’s
common stock held by Employee for at least six months
prior to the delivery, or by any other means
that the Committee determines to be consistent with the
Plan’s purpose and applicable law.
7. Rights as a Shareholder.
Employee shall have no rights as a shareholder with respect to any
Option Shares covered by the Options granted hereby until the date
of acquisition by Employee of such Option Shares. No adjustment
shall be made for dividends or other rights for which the record
date is prior to such date.
8. Non-Assignability. The
Options shall not be assignable or transferable by Employee except
by will or by the laws of descent and distribution. During
Employee’s lifetime, the Options may be exercised only by
Employee or, in the event of incompetence, by Employee’s
legally appointed guardian.
9. Effect of Termination of
Employment or Death. If Employee goes on leave of absence for a
period of greater than twelve months (except a leave of absence
approved by the Board of Directors or the Committee) or ceases to
be an employee of the Company for any reason except death, the
portion of the Options which is unexercisable on the date on which
Employee ceased to be an Employee or has been on a leave of absence
for over twelve months (except a leave of absence approved by the
Board or Committee) shall expire on such date and any unexercised
portion of the Options which was otherwise exercisable on such date
shall expire at the earlier of (i) the expiration of the
Options in accordance with the term for which the Options were
granted, or (ii) three months from such date, except in the
case of an Employee who is an “Approved Retiree” as
defined below. If Employee is an Approved Retiree, then the Options
shall expire at the sooner to occur of (i) the expiration of
such Options in accordance with their original term, or
(ii) the expiration of five years from the date of retirement.
Notwithstanding the preceding sentence, if an Approved Retiree
retires before <DATE> , the Approved Retiree’s
Options granted hereunder shall expire immediately with respect to
such number of MI Shares granted under this Ag
