RESTRICTED STOCK AGREEMENT

Exhibit 10.33

[NAME OF EXECUTIVE]

RESTRICTED STOCK AGREEMENT

This Agreement is between                              (the “Executive”) and Host Hotels & Resorts, Inc. (“Company”), a Maryland corporation, and governs an award made to the Executive pursuant to the 1997 Host Marriott Corporation and Host Marriott, L.P. Comprehensive Stock and Cash Incentive Plan, as amended (the “Plan”). The Company and the Executive agree as follows:

(i)              shares shall vest based on Executive’s performance against his annual personal performance goals (the “Personal Performance Award”);

(ii)              shares shall vest based on performance relating to Relative Total Shareholder Return (the “Relative NAREIT TSR Award”); and

(iii)              shares shall vest based on performance relating to Relative Total Shareholder Return (the “Relative Lodging TSR Award”).

2. Personal Performance Award. The Personal Performance Award may vest based on Executive’s satisfaction of his Personal Performance Goals for fiscal 2009 as follows:

The Executive will vest in the Personal Performance Award provided that the Executive is employed by the Company on the date that the Compensation Policy Committee of the Board of Directors of the Company (the “Committee”) determines the level of satisfaction on the Personal Performance Goals for the year January 1, 2009 through December 31, 2009 and such Executive’s employment with the Company had not terminated during the prior twelve (12) month period preceding the vesting date, unless otherwise provided in Section 8 of this Agreement. For this purpose “Personal Performance Goals” shall mean the management performance objectives applicable to the Executive for determining Executive’s annual bonus incentive award for 2009.

[Name of Executive]

Restricted Stock Agreement

3. Relative NAREIT TSR Award. The Relative NAREIT TSR Award may vest based on satisfaction of the Relative NAREIT TSR for 2009 as follows:

The Executive will vest in the Relative NAREIT TSR Award provided that the Executive is employed by the Company on the date that the Committee determines the Relative NAREIT TSR for 2009 and Executive’s employment with the Company had not terminated during the prior twelve (12) month period preceding the vesting date, unless otherwise provided in Section 8 of this Agreement.

“Relative NAREIT TSR” shall mean the increase in the Starting Price over the Ending Price, plus dividends paid on the Company’s common stock during fiscal 2009 as compared to the NAREIT Equity Index The “Starting Price” shall mean the average of the high and the low trading prices of the Company common stock on the trading days occurring on the last sixty (60) calendar days of 2008, which was $          . The “Ending Price” shall mean the average of the high and low trading prices of Company common stock on the trading days occurring on the last sixty (60) calendar days of 2009 (or for purposes of Section 5, the last sixty (60) calendar days of 2010 and 2011).

The calculation of the Relative NAREIT TSR and the number of shares vested under the Relative NAREIT TSR Award shall be carried out to the third decimal point. The actual number of shares of the Relative NAREIT TSR Award which shall vest shall be interpolated between the vesting percentages to the extent that the Relative NAREIT TSR is between the amounts set forth in the chart above.

Relative NAREIT TSR Shares that do not vest according to the schedule above may vest and be released based on satisfaction of Cumulative Performance, as described in Section 5 of this Agreement.

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[Name of Executive]

Restricted Stock Agreement

4. Relative Lodging TSR Award. The Relative Lodging TSR Awards may vest based on satisfaction of the Relative Lodging TSR for fiscal 2009 as follows:

The Executive will vest in the Relative Lodging TSR Award provided that the Executive is employed by the Company on the date that the Committee determines the Relative Lodging TSR for fiscal 2009 and Executive’s employment with the Company had not terminated during the prior twelve (12) month period preceding the vesting date, unless otherwise provided in Section 8 of this Agreement.

“Relative Lodging TSR” shall mean the increase in the Starting Price over the Ending Price, plus dividends paid on the Company’s common stock during fiscal 2009 as compared to an index of lodging REITs and hotel management companies as established by the Committee (the “Lodging Index”).

The calculation of the Relative Lodging TSR Award and the number of shares vested under the Relative Lodging TSR Award shall be carried out to the third decimal point. The actual number of shares of the Relative Lodging TSR Award which shall vest shall be interpolated between the vesting percentages to the extent that the Relative Lodging TSR is between the amounts set forth in the chart above.

Relative Lodging TSR Shares that do not vest according to the schedule above may vest and be released based on satisfaction of Cumulative Performance, as described in Section 4 of this Agreement.

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[Name of Executive]

Restricted Stock Agreement

5. Cumulative Performance.

(i) Any unvested portion of the Relative NAREIT TSR Award will vest if the cumulative Relative NAREIT TSR for the Company for the period January 1, 2009 through December 31, 2011 equals or exceeds the 75 ^th percentile of the peer companies in the NAREIT Equity Index; provided that the Executive is employed by the Company on the date the Committee determines the cumulative Relative NAREIT TSR and such Executive’s employment with the Company had not terminated during the period 2009-2011, unless otherwise provided in Section 8 of this Agreement. Any unvested portion of the Relative NAREIT TSR Award that does not vest in accordance with this Section 5 shall be forfeited on the date the Committee determines the cumulative Relative NAREIT TSR.

(ii) Any unvested portion of the Relative Lodging TSR Award will vest if the cumulative Relative Lodging TSR for the Company for the period January 1, 2009 through December 31, 2011 equals or exceeds the 75 ^th percentile of the peer companies in the Lodging Index; provided that the Executive is employed by the Company on the date the Committee determines the cumulative Relative Lodging TSR and such Executive’s employment with the Company had not terminated during the period 2009-2011, unless otherwise provided in Section 8 of this Agreement. Any unvested portion of the Relative Lodging TSR Award that does not vest in accordance with this Section 5 shall be forfeited on the date the Committee determines the cumulative Relative Lodging TSR.

6. Restricted Stock Account. The full number of shares of Restricted Stock have