STARWOOD HOTELS
& RESORTS WORLDWIDE, INC.
RESTRICTED STOCK
UNIT 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 (the “Award Notification”) as of the date
set forth in the Award Notification (the “Grant Date”),
a Restricted Stock Unit 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 90 days of the Grant
Date.
2. Rights as a Stockholder . (a) Voting.
During the Restriction Period (as defined in section 3), the
Participant shall not possess the right to vote the Company’s
Shares in respect of the Restricted Stock Units.
(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 Units (whether or not vested) to the Company for
the account of the Participant and paid to the Participant, without
interest, as promptly as practicable following payment of such
dividends or distributions on the Company Shares. If the Restricted
Stock Units are forfeited for any reason, Participant will forfeit
automatically any future dividends and other distributions payable
on Company Shares.
3. Restriction Period and Vesting . (a) The
Award shall vest as set forth in the Award Notification. Restricted
Stock Units that have vested shall be converted into Company Shares
and paid to the Participant upon the earlier of
(i) January 2, 2008 and (ii) six months following
the termination of the Participant’s employment with the
Company (or a Subsidiary) for any reason. Restricted Stock Units
that have not vested on the date that the Participant’s
employment with the Company (or a Subsidiary) is terminated shall
be forfeited and cancelled. The period of time from the Grant Date
until the Award is payable in Company Shares to the Participant is
referred to as the “Restriction Period”.
(b) If the Participant’s
employment by the Company terminates by reason of Retirement,
Disability, or death, the Restricted Stock shall become fully
vested on the date of the Participant’s termination of
employment.
(c) Subject to clause
(d) below, if the Participant’s employment by the
Company terminates for any reason other than Disability, Retirement
or death, the Participant shall forfeit automatically the portion
of the Award that is not vested as of the effective date of the
Participant’s termination of employment and such portion
shall be cancelled by the Company.
(d) Notwithstanding anything to
the contrary contained herein, in the event that
Participant’s employment with the Company terminates under
circumstances entitling Participant to the “Severance
Package” pursuant to Section 4.1 of Participant’s
September 20, 2004 employment agreement with the Company or at
the end of the employment term by reason of the Company providing a
notice of non-renewal pursuant to Section 2.1 of such
employment agreement, the Award shall become fully vested on the
date of such employment termination.
4. Additional Terms and Conditions .
4.1. Nontransferability of Award . The Restricted Stock
Units may not be transferred by the Participant other than by will
or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except as
permitted by t
