EXH. 10.35
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
RESTRICTED STOCK AWARD AGREEMENT
(GRANT PURSUANT TO THE 2002
LONG-TERM INCENTIVE COMPENSATION PLAN)
Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide,
Inc. 2002 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
2003 Restricted Stock Grant
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 vested as of the effective
date of the Participant's termination of employment and such portion shall be
cancelled by the Company.
5. Additional Terms and Conditions.
5.1. Nontransferability of Award. Restricted Stock shall not be transferable
except by will or the laws of descent and distribution.
5.2. Required Tax Payments and Withholding Shares. As a condition precedent to
the delivery of any Shares at the expiration of the Restriction Period, the
Participant shall pay to the Company all applicable federal, state, local or
other taxes, domestic or foreign, (the "Required Tax Payments"). Unless other
arrangements are made with the consent of the Company, all Required Tax Payments
will be satisfied by the Company withholding Shares otherwise to be delivered to
the Participant, having a Fair Market value on the date the tax is to be
determined, sufficient to make the Required Tax Payments. The Company shall
withhold the whole number of shares sufficient to make the Required Tax Payments
and shall make a cash payment to the Participant for the difference between the
Fair Market Value of the Shares and the Required Tax Payment.
5.3. Compliance with Applicable Laws. If the listing, registration or
qualification of the Restricted Stock upon any securities exchange or under any
law, or the consent or approval of any governmental body, or the taking of any
other action is necessary in connection with the vesting or delivery of Shares
hereunder, the Restricted Stock shall not vest or be delivered, in whole or in
part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained, free of any conditions not acceptable to
the Company. The Company agrees to use reasonable efforts to effect or obtain
any such listing, registration, qualification, consent or approval. As a further
condition precedent to the delivery of any Shares upon the expiration of the
Restriction Period, the Participant shall comply with all regulations and
requirements of any applicable regulatory authority and shall execute any
documents that the Company shall in its sole discretion deem necessary or
advisable.
5.4. Delivery of Certificates. Upon the expiration of the Restriction Period and
payment of the Required Tax Payments, unless the Company otherwise agrees, the
Company shall cause its designated broker to credit an account for Participant
with the appropriate number of Shares. The Company shall pay all original issue
or transfer taxes and all fees and expenses incident to such delivery.
2003 Restricted Stock Grant
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5.5. Agreement Subject to the Plan. This Agreement is subject to the provisions
of the Plan and shall be interpreted in accordance with the Plan. The
Participant acknowledges receipt of a copy of the Plan.
6. Miscellaneous Provisions.
6.1. Meaning of Certain Terms. As used herein, the term "vest" shall mean no
longer subject to forfeiture. References in this Agreement to sections of the
Code shall be deemed to refer to any successor section of the Code or any
successor internal revenue law.
6.2. Successors. This Agreement shall be binding upon and inure to the benefit
of any successor or successors of the Company and any person or persons who
shall, upon the death of the Participant, acquire any rights hereunder in
accordance with this Agreement or the Plan.
6.3. Notices. All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to the Company or its designated
representative at corporate headquarters in White Plains, New York, Attention:
Human Resources, and if to the Participant, to the address set forth for the
Participant on the records of the Company or to the Participant's e-mail or
other electronic address with the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing by (a)
personal delivery, (b) facsimile with confirmation of receipt, (c) e-mail or
other electronic transmission to the Participant, (d) mailing in the United
States mails, or (e) by express courier service. The notice, request or other
communication shall be deemed to be received upon personal delivery,
confirmation of receipt of facsimile transmission, one day after sending an
e-mail or other electronic transmission to the Participant, or receipt by the
party entitled thereto if by United States mail or express courier service;
provided, however, that if a notice, request or other communication is not
received during regular business hours, it shall be deemed to be received on the
next succeeding business day of the Company.
6.4. Governing Law. This Agreement, the Award and all determinations made and
actions taken pursuant hereto and thereto, to the extent not otherwise governed
by the laws of the United States, shall be construed in accordance with and
governed by the laws of the State of Maryland without giving effect to conflicts
of laws principles.
6.5 Personal Data. By accepting the Award, Participant has voluntarily consented
to the collection, use, processing and transfer of personal data about
Participant, including Participant's name, home address and telephone number,
date of birth, social security number or other employee identification number,
salary, nationality, job title, details of the Award for the purpose of managing
and administering the Plan ("Data"). Company and/or its Subsidiaries will
transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of Participant's participation in the Plan, and
Company and/or any of its Subsidiaries may each further transfer Data to any
third parties assisting Company in the implementation, administration and
management of the Plan.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
/s/ Xxxxx Xxxxxx
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By: Xxxxx Xxxxxx, Executive Vice
President, Human Resources
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