Common use of Performance Goal Clause in Contracts

Performance Goal. (i) Subject to the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold level of performance with respect to the performance goals set forth on Exhibit A (the “Performance Goals”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of Grant, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.

Performance Goal. (ia) Subject to the Participant’s continued employment following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or service with any other provision of A-1 this Agreement to the Companycontrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a specified percentage new Performance Goal), but only to the extent that the Committee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the PBS RSUs Code. If the Committee exercises such discretionary authority to any extent, the Committee shall vest if both provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (Arather than the Appendix A attached hereto and the Performance Goal set out therein) the Participant remains shall in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section all events apply for all purposes of this Agreement. (b) belowDepending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 1.5 Shares for each Performance Share Unit. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (Bi) the Company achievesextent, at a minimumif any, to which, in accordance with Appendix A, the threshold level of performance Performance Goal has been achieved with respect to the performance goals set forth on Exhibit A Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the “Performance GoalsShare Delivery Factor”). Unless provided otherwise by the Committee, the Participant Such certification shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employeefinal, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based conclusive and binding on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entiretyGrantee, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of Granton all other persons, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring eventsmaximum extent permitted by law.

Performance Goal. (i) Subject to The number of Performance Share Units that may be earned shall be determined based on the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold actual performance level of performance achieved with respect to the following performance goals set measure for the Performance Period. The chart below sets forth on Exhibit A the percentage of Award at each performance level: * The number of Performance Share Units earned will be interpolated for achievement between two of the accomplishment levels. No Performance Share Units will be earned for achievement below the threshold performance level. The Committee in its sole discretion may modify this Award at any time to add or change such performance conditions as it deems appropriate in order for the Award to qualify (or continue to qualify) as “performance-based compensation” for purposes of section 162(m) of the Internal Revenue Xxxx.XXXXXXXX INTERNATIONAL, INC. This document (the “Performance GoalsPolicies”) sets forth policies of Marriott International, Inc. (“Marriott”) for the administration of equity compensation awards (the “Awards”) granted to employees (the “Employees”) of Marriott and its subsidiaries (together, the “Company”) under the Marriott International, Inc. Stock and Cash Incentive Plan, as amended and restated effective January 1, 2008, and as subsequently amended from time to time (the “Plan”). Unless provided otherwise The Policies apply to certain Employees who have received or held Awards under the Plan while working for the Company outside of the United States. The Policies, as may be amended by the CommitteeCompany from time to time for changes in law, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% are an integral part of the Target Amount based on the extent to which the Performance Goals are achieved at the end terms of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met each agreement (the “CertificationAgreement”). (ii) At any time following under which Awards are granted to Employees under the Date of GrantPlan. As such, the Committee shall make adjustments Policies set forth additional requirements or modifications conditions in the non-U.S. jurisdictions indicated below that certain Employees must satisfy to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of receive the intended benefits under their Awards. These requirements or conditions are established to be provided ensure that the Company and the Employees comply with applicable legal requirements pertaining to the Participant under this AgreementAwards in those jurisdictions. In addition, the Policies are established to reflect assist the following events: Employees in complying with other legal requirements which may not implicate the Company. These requirements, some carrying civil or criminal penalties for noncompliance, may apply with respect to Employees’ Awards or shares of Marriott stock obtained pursuant to the Awards because of such Employees’ presence (Awhich may or may not require citizenship or legal residency) asset write-downs; (B) litigation or claim judgments or settlements; (C) in a particular jurisdiction at some time during the effect term of changes the Awards. Legal requirements are often complex and may change frequently. Therefore, the Policies provide general information only and may not be relied upon by Employees as their only source of information relating to the consequences of participation in tax lawsthe Plan, accounting principles, nor may they serve as the basis for recovery against the Company for financial or other penalties incurred by Employees as a result of their noncompliance. Employees should seek appropriate professional advice as to how the relevant laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing may apply to them individually. Certain capitalized terms used but not defined in the Company’s annual report to stockholders for Policies have the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change meanings set forth in the Company’s fiscal year; and/or (J) any other specificPlan or in the Agreements. To the extent the Policies appear to conflict with the terms of the Plan or the Agreements, unusual or nonrecurring eventsthe Plan and the Agreement shall control.

Performance Goal. (i) Subject Except as otherwise provided in this Section 2, the Performance Shares shall vest only if and to the Participant’s continued employment extent the Committee, or service with its delegate, determines that the Company, a specified percentage TSR Performance Goal (as defined below) has been met (provided that such determination shall be made not later than the first March 15 following the end of the PBS RSUs Performance Period, as defined below). To the extent TSR Performance Goal is not met, the Performance Shares that do not so become vested shall vest if both (A) be forfeited. The Committee reserves the Participant remains in right to reduce any vesting to the extent the Committee determines that such reduction is equitable and appropriate based on overall financial performance, including adjusted and reported earnings, capital deployment and credit position during the Performance Period. Provided Grantee’s continuous employment by the Corporation, including Subsidiaries, has not terminated, or continuous service with as otherwise provided in Sections 2(b) or 2(c), all of the Company through Performance Shares subject to this Award shall become vested upon the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold level of performance with respect to the performance goals set forth on Exhibit A (the “Performance Goals”). Unless provided otherwise written determination by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of Grant, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determinesdelegate, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits extent to which the Corporation achieves the “TSR Performance Goal,” which is the Corporation’s Total Shareholder Return (“TSR”) percentile ranking among the companies that are in the Philadelphia Utility Index as of the end of the Performance Period, with higher percentile ranking for more positive/less negative TSR, for the period beginning ________________ and ending ________________ (“Performance Period”), in accordance with the applicable vesting percentage specified for such percentile ranking in the following schedule: Lower than 25th 0% 25th 30% 50th (target performance) 100% 90th or higher 200% *When such determination is of a percentile ranking between those specified, the Committee, or its delegatee, in its sole discretion, shall interpolate to determine the applicable vesting percentage. Such Performance Shares that do not so become vested shall be provided to the Participant under forfeited. For purposes of this Agreement, to reflect TSR means the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) change in fair market value over a specified period of time, expressed as a percentage, of an initial investment in specified common stock, with dividends reinvested, all as determined utilizing such methodology as the effect of changes in tax laws, accounting principlesCommittee, or other laws its delegatee, shall approve, provided, however, that the Committee, or regulatory rules affecting reported results; its delegatee, shall have the discretion to make appropriate and equitable adjustments to the TSR of any company (Dincluding the Corporation) any reorganization and restructuring programs; (E) extraordinary nonrecurring items whose shares trade ex-dividend as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing _________________, provided, however, that no such adjustment shall be permitted if it would result in the Company’s annual report to stockholders for loss of the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.otherwise available

Performance Goal. (i) Subject to The number of Performance Share Units that may be earned shall be determined based on the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold actual performance level of performance achieved with respect to the following performance goals set measure for the Performance Period. The chart below sets forth on Exhibit A the percentage of Award at each performance level: * The number of Performance Share Units earned will be interpolated for achievement between two of the accomplishment levels. No Performance Share Units will be earned for achievement below the threshold performance level. The Committee in its sole discretion may modify this Award at any time to add or change such performance conditions as it deems appropriate in order for the Award to qualify (or continue to qualify) as “performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code. This document (the “Performance GoalsPolicies”) sets forth policies of Marriott International, Inc. (“Marriott”) for the administration of equity compensation awards (the “Awards”) granted to employees (the “Employees”) of Marriott and its subsidiaries (together, the “Company”) under the Marriott International, Inc. Stock and Cash Incentive Plan, as amended and restated effective January 1, 2008, and as subsequently amended from time to time (the “Plan”). Unless provided otherwise The Policies apply to certain Employees who have received or held Awards under the Plan while working for the Company outside of the United States. The Policies, as may be amended by the CommitteeCompany from time to time for changes in law, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% are an integral part of the Target Amount based on the extent to which the Performance Goals are achieved at the end terms of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met each agreement (the “CertificationAgreement”). (ii) At any time following under which Awards are granted to Employees under the Date of GrantPlan. As such, the Committee shall make adjustments Policies set forth additional requirements or modifications conditions in the non-U.S. jurisdictions indicated below that certain Employees must satisfy to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of receive the intended benefits under their Awards. These requirements or conditions are established to be provided ensure that the Company and the Employees comply with applicable legal requirements pertaining to the Participant under this AgreementAwards in those jurisdictions. In addition, the Policies are established to reflect assist the following events: Employees in complying with other legal requirements which may not implicate the Company. These requirements, some carrying civil or criminal penalties for noncompliance, may apply with respect to Employees’ Awards or shares of Marriott stock obtained pursuant to the Awards because of such Employees’ presence (Awhich may or may not require citizenship or legal residency) asset write-downs; (B) litigation or claim judgments or settlements; (C) in a particular jurisdiction at some time during the effect term of changes the Awards. Legal requirements are often complex and may change frequently. Therefore, the Policies provide general information only and may not be relied upon by Employees as their only source of information relating to the consequences of participation in tax lawsthe Plan, accounting principles, nor may they serve as the basis for recovery against the Company for financial or other penalties incurred by Employees as a result of their noncompliance. Employees should seek appropriate professional advice as to how the relevant laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing may apply to them individually. Certain capitalized terms used but not defined in the Company’s annual report to stockholders for Policies have the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change meanings set forth in the Company’s fiscal year; and/or (J) any other specificPlan or in the Agreements. To the extent the Policies appear to conflict with the terms of the Plan or the Agreements, unusual or nonrecurring eventsthe Plan and the Agreement shall control.

Performance Goal. (i) Subject to The Performance Goal will consist of achievement of specified levels of Revenue for Fiscal Year 2025. For purposes of this Award Agreement, “Revenue” will mean all Company GAAP-based revenue under the ParticipantCompany’s continued employment or service with audited financial statements for Fiscal Year 2025, including any Company GAAP-based revenue derived as a result of corporate transactions of the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) belowany, and (B) the Company achieves, at a minimum, the threshold level of performance with respect to the performance goals set forth on Exhibit A (the “Performance Goals”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of GrantGrant but on or prior to the last day of Fiscal Year 2025 pursuant to which the Company acquires another company (or all or substantially all of the assets of another company, as applicable) (an “Acquisition Transaction”), provided that in the event of an Acquisition Transaction, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determinesAdministrator, in its sole discretion, are may adjust the revenue to be included as Revenue for Fiscal Year 2025 as it deems necessary or appropriate in order to avoid dilution prevent the enlargement or enlargement diminution of the benefits provided or intended benefits to be provided under this Award. Any portion of this Award that becomes eligible to vest due to achieving the Performance Goal is referred to as the “Eligible Portion.” If the Company achieves the following specified levels of Revenue for Fiscal Year 2025, then a percentage of the Target Number of Restricted Stock Units (as specified in the Notice of Grant) (the “Target Units”) will become the Eligible Portion, as set forth in the table below: If the Revenue for Fiscal Year 2025 is achieved at the amount determined as: …then the percentage of the Target Units that become the Eligible Portion is: $250 million (the “Minimum Revenue Threshold”) 25% Provided that the Revenue achieved for Fiscal Year 2025 is greater than the Minimum Revenue Threshold, if the Revenue is achieved at an amount that is between any of the Revenue levels indicated in the left column of the table above, then the percentage of the Target Units that become the Eligible Portion will be determined by applying linear interpolation between the Revenue levels that are immediately above and below such Revenue that is achieved (with any resulting fractional Share rounded up to the Participant under this Agreement, to reflect the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring eventsnearest whole Share).

Performance Goal. (i) Subject to the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold level of performance with respect to the performance goals set forth on Exhibit A (the “Performance Goals”). Unless provided otherwise by the Committee, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. . (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of Grant, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring events.

Performance Goal. (i) Subject to The number of Performance Share Units that may be earned shall be determined based on the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold actual performance level of performance achieved with respect to the following performance goals set measure for the Performance Period. The chart below sets forth the percentage of Award at each performance level: * The number of Performance Share Units earned will be interpolated for achievement between two of the accomplishment levels. No Performance Share Units will be earned for achievement below the threshold performance level. The Committee in its sole discretion may modify this Award at any time to add or change such performance conditions as it deems appropriate in order for the Award to qualify (or continue to qualify) as “performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code. Notwithstanding anything to the contrary, this Award will be cancelled in the event and at such time that it is determined by the Committee in its sole discretion that the transactions contemplated by the Merger Agreement will not be implemented in substantially the same form as contemplated thereby, whether on Exhibit A account of cancellation by one or both of the parties to the Merger Agreement, failure to secure shareholders’ or government agency approval of the Merger Agreement, or otherwise. This document (the “Performance GoalsPolicies”) sets forth policies of Marriott International, Inc. (“Marriott”) for the administration of equity compensation awards (the “Awards”) granted to employees (the “Employees”) of Marriott and its subsidiaries (together, the “Company”) under the Marriott International, Inc. Stock and Cash Incentive Plan, as amended and restated effective January 1, 2008, and as subsequently amended from time to time (the “Plan”). Unless provided otherwise The Policies apply to certain Employees who have received or held Awards under the Plan while working for the Company outside of the United States. The Policies, as may be amended by the CommitteeCompany from time to time for changes in law, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% are an integral part of the Target Amount based on the extent to which the Performance Goals are achieved at the end terms of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met each agreement (the “CertificationAgreement”). (ii) At any time following under which Awards are granted to Employees under the Date of GrantPlan. As such, the Committee shall make adjustments Policies set forth additional requirements or modifications conditions in the non-U.S. jurisdictions indicated below that certain Employees must satisfy to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of receive the intended benefits under their Awards. These requirements or conditions are established to be provided ensure that the Company and the Employees comply with applicable legal requirements pertaining to the Participant under this AgreementAwards in those jurisdictions. In addition, the Policies are established to reflect assist the following events: Employees in complying with other legal requirements which may not implicate the Company. These requirements, some carrying civil or criminal penalties for noncompliance, may apply with respect to Employees’ Awards or shares of Marriott stock obtained pursuant to the Awards because of such Employees’ presence (Awhich may or may not require citizenship or legal residency) asset write-downs; (B) litigation or claim judgments or settlements; (C) in a particular jurisdiction at some time during the effect term of changes the Awards. Legal requirements are often complex and may change frequently. Therefore, the Policies provide general information only and may not be relied upon by Employees as their only source of information relating to the consequences of participation in tax lawsthe Plan, accounting principles, nor may they serve as the basis for recovery against the Company for financial or other penalties incurred by Employees as a result of their noncompliance. Employees should seek appropriate professional advice as to how the relevant laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing may apply to them individually. Certain capitalized terms used but not defined in the Company’s annual report to stockholders for Policies have the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change meanings set forth in the Company’s fiscal year; and/or (J) any other specificPlan or in the Agreements. To the extent the Policies appear to conflict with the terms of the Plan or the Agreements, unusual or nonrecurring eventsthe Plan and the Agreement shall control.

Performance Goal. (ia) Subject to the Participant’s continued employment following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or service with any other provision of A-1 this Agreement to the Companycontrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a specified percentage new Performance Goal), but only to the extent that the Committee has first determined that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the PBS RSUs Code. If the Committee exercises such discretionary authority to any extent, the Committee shall vest if both provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (Arather than the Appendix A attached hereto and the Performance Goal set out therein) the Participant remains shall in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section all events apply for all purposes of this Agreement. (b) belowDepending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each Performance Share Unit. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (Bi) the Company achievesextent, at a minimumif any, to which, in accordance with Appendix A, the threshold level of performance Performance Goal has been achieved with respect to the performance goals set forth on Exhibit A Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the “Performance GoalsShare Delivery Factor”). Unless provided otherwise by the Committee, the Participant Such certification shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employeefinal, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% of the Target Amount based conclusive and binding on the extent to which the Performance Goals are achieved at the end of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entiretyGrantee, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met (the “Certification”). (ii) At any time following the Date of Granton all other persons, the Committee shall make adjustments or modifications to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of the intended benefits to be provided to the Participant under this Agreement, to reflect the following events: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change in the Company’s fiscal year; and/or (J) any other specific, unusual or nonrecurring eventsmaximum extent permitted by law.

Performance Goal. (i) Subject to The number of Performance Share Units that may be earned shall be determined based on the Participant’s continued employment or service with the Company, a specified percentage of the PBS RSUs shall vest if both (A) the Participant remains in continuous employment or continuous service with the Company through the Settlement Date as defined in Sub-section (b) below, and (B) the Company achieves, at a minimum, the threshold actual performance level of performance achieved with respect to the following performance goals set measure for the Performance Period. The chart below sets forth on Exhibit A the percentage of Award at each performance level: * The number of Performance Share Units earned will be interpolated for achievement between two of the accomplishment levels. No Performance Share Units will be earned for achievement below the threshold performance level. The Committee in its sole discretion may modify this Award at any time to add or change such performance conditions as it deems appropriate in order for the Award to qualify (or continue to qualify) as “performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code. This document (the “Performance GoalsPolicies”) sets forth policies of Marriott International, Inc. (“Marriott”) for the administration of equity compensation awards (the “Awards”) granted to employees (the “Employees”) of Marriott and its subsidiaries (together, the “Company”) under the Marriott International, Inc. Stock and Cash Incentive Plan, as amended and restated effective January 1, 2008, and as subsequently amended from time to time (the “Plan”). Unless provided otherwise The Policies apply to certain Employees who have received or held Awards under the Plan while working for the Company outside of the United States. The Policies, as may be amended by the CommitteeCompany from time to time for changes in law, the Participant shall be deemed to not be in continuous employment or continuous service if the Participant’s status changes from employee to non-employee, or vice-versa. The actual number of PBS RSUs that may vest ranges from zero to 200% are an integral part of the Target Amount based on the extent to which the Performance Goals are achieved at the end terms of the 3-year performance period as set forth on Exhibit A, in accordance with the methodology set out on Exhibit A, subject to a maximum payout cap of 200%. (I) if the Company does not achieve the threshold level of the Performance Goals as set out on Exhibit A, then no PBS RSUs shall vest and this grant of PBS RSUs shall be cancelled in its entirety, and (II) no vesting shall occur unless and until the Committee certifies that the Performance Goals have been met each agreement (the “CertificationAgreement”). (ii) At any time following under which Awards are granted to Employees under the Date of GrantPlan. As such, the Committee shall make adjustments Policies set forth additional requirements or modifications conditions in the non-U.S. jurisdictions indicated below that certain Employees must satisfy to the Performance Goals and the calculation of the Performance Goals as it determines, in its sole discretion, are necessary in order to avoid dilution or enlargement of receive the intended benefits under their Awards. These requirements or conditions are established to be provided ensure that the Company and the Employees comply with applicable legal requirements pertaining to the Participant under this AgreementAwards in those jurisdictions. In addition, the Policies are established to reflect assist the following events: Employees in complying with other legal requirements which may not implicate the Company. These requirements, some carrying civil or criminal penalties for noncompliance, may apply with respect to Employees’ Awards or shares of Marriott stock obtained pursuant to the Awards because of such Employees’ presence (Awhich may or may not require citizenship or legal residency) asset write-downs; (B) litigation or claim judgments or settlements; (C) in a particular jurisdiction at some time during the effect term of changes the Awards. Legal requirements are often complex and may change frequently. Therefore, the Policies provide general information only and may not be relied upon by Employees as their only source of information relating to the consequences of participation in tax lawsthe Plan, accounting principles, nor may they serve as the basis for recovery against the Company for financial or other penalties incurred by Employees as a result of their noncompliance. Employees should seek appropriate professional advice as to how the relevant laws or regulatory rules affecting reported results; (D) any reorganization and restructuring programs; (E) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing may apply to them individually. Certain capitalized terms used but not defined in the Company’s annual report to stockholders for Policies have the applicable year; (F) acquisitions or divestitures; (G) foreign exchange gains and losses; (H) discontinued operations and nonrecurring charges; (I) a change meanings set forth in the Company’s fiscal year; and/or (J) any other specificPlan or in the Agreements. To the extent the Policies appear to conflict with the terms of the Plan or the Agreements, unusual or nonrecurring eventsthe Plan and the Agreement shall control.]