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Exhibit
10.5
EXECUTIVE RESTRICTED STOCK
UNIT AGREEMENT
MARRIOTT INTERNATIONAL,
INC.
STOCK AND CASH INCENTIVE
PLAN
THIS AGREEMENT is made on
<<GRANT DATE>> (the “Award Date”) by
MARRIOTT INTERNATIONAL, INC. (the “Company”) and
<<NAME>> (“Employee”).
WITNESSETH:
WHEREAS, the Company
maintains the Marriott International, Inc. Stock and Cash Incentive
Plan (the “Plan”); and
WHEREAS, the Company wishes
to award to designated employees certain share-based awards as
provided in Article 10 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 “Executive
Restricted Stock Units” (“RSUs”) 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 RSU 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 RSUs.
Subject to 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 <<# RSUs GRANTED>> RSUs
is made as of the Grant Date.
4. RSUs and Common Share
Rights. The RSUs 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, or such later date(s) pursuant to
procedures established by the Committee under Article 10 of the
Plan, the Company shall reverse the book-keeping entry for all such
related RSUs 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 RSU shares prior to such time that the
corresponding Common Shares are transferred, if at all, to
Employee’s Account.
5. Vesting in RSUs.
This Award shall vest in accordance with the following
schedule:
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Vesting Date
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Vested Percentage of Award
Shares
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| <<DATES >> |
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<<PERCENTAGES >> |
Notwithstanding the foregoing
schedule, in the event that any such Vesting Date is a 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 RSUs 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
Award Date hereof through the Vesting Date relating to such
RSUs:
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(a) |
Employee must continue to be an active employee of the Company
(“Continuous Employment”); |
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(b) |
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) |
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. |
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 RSUs 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 RSUs (and
corresponding Common Shares) shall not affect the rights of
Employee with respect to any RSUs that already have vested nor with
respect to any Common Shares
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