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EXH. 10.35
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
RESTRICTED STOCK AWARD AGREEMENT
(GRANT PURSUANT TO THE 2002
LONG-TERM INCENTIVE COMPENSATION PLAN)
Pursuant
to the provisions of the Starwood Hotels & Resorts
Worldwide,
Inc. 2002 Long-Term Incentive Compensation
Plan (the "Plan"), Starwood Hotels &
Resorts Worldwide, Inc., a Maryland
corporation (the "Company"), has granted to
the individual (the "Participant") named in
the award notification attached as
Appendix A (the "Award Notification") as of
the date set forth in the Award
Notification (the "Grant Date"), a
Restricted Stock Award (the "Award"), upon
and subject to the restrictions, terms and
conditions set forth in the Plan and
below. References to employment by the
Company shall include employment by a
Subsidiary. Capitalized terms not defined
herein shall have the meanings
specified in the Plan.
1. Award Subject to Acceptance of
Agreement. The Award shall be void unless the
Participant accepts this Agreement by
executing the Award Notification in the
space provided and returns it to the
Company within 60 days of the Grant Date.
2. Rights as a Stockholder. (a) Voting.
During the Restriction Period (as
defined in section 4), the Participant
shall have the right to vote the
Restricted Stock.
(b)
Dividends and Other Distributions. If any dividends are paid or
other
distributions are made on the Company's
Shares, such dividends and other
distributions shall be paid in the same
proportion on the Restricted Stock to
the Company for the account of the
Participant and paid to the Participant,
without interest, when the Restricted Stock
vests. Participant will forfeit
automatically any dividends and other
distributions held by the Company for the
account of the Participant if the
Restricted Stock is forfeited.
3. Custody of Certificates Representing
Restricted Stock. The Company shall hold
the certificate or certificates
representing the Restricted Stock until the
Award vests in accordance with section
4.
4. Restriction Period and Vesting. (a) The
Award shall vest (i) as set forth in
the Award Notification, or (ii) earlier
pursuant to Section 4(b). The period of
time from the Grant Date until the Award
vests is referred to as the
"Restriction Period".
(b) If the
Participant's employment by the Company terminates by reason of
Disability, or death, the Restricted Stock
shall become fully vested on the date
of the Participant's termination of
employment.
(c) If the
Participant's employment by the Company terminates by reason of
Retirement, the Award will continue to vest
unless Participant accepts any
employment, assignment, position or
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 does not exceed 5% of the
outstanding shares or equity interests in
such corporation, limited partnership or
other entity), which involves the
Participant's participation in a hotel and
leisure
2003 Restricted Stock Grant
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company engaged in the operation of owned
hotels, management of hotels,
franchising hotels, development and
operation of vacation ownership resorts and
the marketing or selling of vacation
ownership interests, in which case the
Participant shall forfeit automatically any
unvested Restricted Stock. If
Participant dies prior to the vesting of
the entire Award following termination
of employment by reason of Retirement, the
Award shall become fully vested on
the date of death.
(d) If the
Participant's employment by the Company terminates for any
reason other than Disability, Retirement or
death, Participant shall forfeit
automatically the portion of the Award that
is not vested as of the effective
date of the Participant's termination
