RESTRICTED STOCK AGREEMENT

Exhibit 10.32

[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 Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (the “Plan”). The Company and the Executive agree as follows:

1. Restricted Stock Award. The Company has awarded the Executive              shares of Restricted Stock of which:

(i)              shares shall vest based on Executive’s performance against such Executive’s annual Personal Performance Goals, as described in Section 2 hereof (the “Personal Performance Award”);

(ii)              shares shall vest based on performance relating to the Relative NAREIT TSR, as described in Section 3 hereof (the “Relative NAREIT TSR Award”); and

(iii)              shares shall vest based on performance relating to the Relative Total Lodging TSR, as described in Section 4 hereof (the “Relative Lodging TSR Award”).

2. Personal Performance Award. The Personal Performance Award may vest in two (2) annual installments, as follows: (i)              shares for the period January 1, 2010 to December 31, 2010; and              shares for the period January 1, 2011 to December 31, 2011, in each case based on Executive’s satisfaction of [his] [her] Personal Performance Goals for the applicable period 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

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level of satisfaction on the Personal Performance Goals for the applicable year, unless otherwise provided in Section 8 of this Agreement. For this purpose “Personal Performance Goals” shall mean the management performance objectives established each year applicable to the Executive for purposes of determining Executive’s annual bonus incentive award. Shares that do not vest with respect to the applicable year shall be forfeited on the date the Committee determines the level of satisfaction on the Personal Performance Goals for the applicable year.

3. Relative NAREIT TSR Award. The Relative NAREIT TSR Award may vest in two (2) annual installments, as follows: (i)              shares for the period January 1, 2010 to December 31, 2010; and (ii)              shares for the period January 1, 2011 to December 31, 2011, in each case based on the Company’s results on Relative NAREIT TSR for the applicable year as follows:

The Executive will vest in the applicable installment of 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 the applicable year, unless otherwise provided in Section 8 of this Agreement.

“Relative NAREIT TSR” shall mean the percentile rank of the Company in a year as compared to companies comprising the NAREIT Equity Index for such year, and shall be determined by comparing the increase in the Starting Price over the Ending Price, plus dividends paid on the Company’s common stock during the applicable year, to the increase in the Starting Price over the Ending Price, plus dividends paid on the common stock of companies comprising the NAREIT Equity Index for such year. The “Starting Price” for the Company and the companies comprising the NAREIT Equity Index shall mean the average of the high and the low trading prices of the common stock of the Company and the common stock of companies comprising the NAREIT Equity Index, respectively, on the trading days occurring on (i) with respect to the period January 1, 2010 to December 31, 2010, the last sixty (60) calendar days of 2009, and (ii) with respect to the period January 1, 2011 to December 31, 2011, the last sixty (60) calendar days of 2010. The “Ending Price” for the Company and the companies comprising the NAREIT Equity Index shall mean the average of the high and the low trading prices of

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the common stock of the Company and the common stock of companies comprising the NAREIT Equity Index, respectively, on the trading days occurring on (i) with respect to the period January 1, 2010 to December 31, 2010, the last sixty (60) calendar days of 2010, and (ii) with respect to the period January 1, 2011 to December 31, 2011, the last sixty (60) calendar days of 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.

Shares subject to the Relative NAREIT TSR Award that do not vest according to the schedule above may vest and be released as provided in Section 5 of this Agreement.

4. Relative Lodging TSR Award. The Relative Lodging TSR Award may vest in two (2) annual installments, as follows: (i)              shares for the period January 1, 2010 to December 31, 2010; and (ii)              shares for the period January 1, 2011 to December 31, 2011, in each case based on the Company’s results on Relative Lodging TSR for the applicable year as follows:

The Executive will vest in the applicable installment of 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 the applicable year, unless otherwise provided in Section 8 of this Agreement.

“Relative Lodging TSR” shall mean the percentile rank of the Company in a year as compared to an index of lodging REITs and hotel management companies as established by the Committee (the “Lodging Index”) for such year, and shall be determined by comparing the increase in the Starting Price over the Ending Price, plus dividends paid on the Company’s common stock, to the increase in the Starting Price over the Ending Price, plus dividends paid on the common stock of the companies comprising the Lodging Index for such year. The “Starting Price” for the Company and the companies

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comprising the Lodging Index shall mean the average of the high and the low trading prices of the common stock of the Company and the common stock of companies comprising the Lodging Index, respectively, on the trading days occurring on (i) with respect to the period January 1, 2010 to December 31, 2010, the last sixty (60) calendar days of 2009, and (ii) with respect to the period January 1, 2011 to December 31, 2011, the last sixty (60) calendar days of 2010. The “Ending Price” for the Company and the companies comprising the Lodging Index shall mean the average of the high and the low trading prices of the common stock of the Company and the common stock of companies comprising the Lodging Index, respectively, on the trading days occurring on (i) with respect to the period January 1, 2010 to December 31, 2010, the last sixty (60) calendar days of 2010, and (ii) with respect to the period January 1, 2011 to December 31, 2011, the last sixty (60) calendar days of 2011.

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.

Shares subject to the Relative Lodging TSR Shares that do not vest according to the schedule above may vest and be released as provided in Section 5 of this 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, as determined by the Committee in a manner consistent with the methodology described in Section 3 of this Agreement, equals or exceeds the 75 ^th percentile of the peer companies in the NAREIT Equity Index; as determined by the Committee, provided that the Executive is employed by the Com