STARWOOD HOTELS
& RESORTS WORLDWIDE, INC.
RESTRICTED STOCK
AWARD AGREEMENT
(GRANT PURSUANT TO
THE 2004
LONG-TERM INCENTIVE COMPENSATION PLAN)
Pursuant to the provisions of the
Starwood Hotels & Resorts Worldwide, Inc. 2004 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
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 ve
