EXHIBIT 10.1
ADDENDUM TO XXXXXX X. XXXXXX OFFER LETTER
This Addendum effective as of February 16, 2002 between Xxxxxx X. Xxxxxx
("Xxxxxx") and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation
(the "Company" or "Starwood"), hereby amends and modifies that certain Offer
Letter Agreement between Starwood and Xxxxxx dated June 27, 2000 ("Employment
Agreement"). The following language (in quotation marks) shall be inserted in
place of the Section of the Employment Agreement contained at pages 3-4 and
entitled "Employment Term & Severance". In all other respects, the Employment
Agreement shall remain unchanged:
"EMPLOYMENT TERM & SEVERANCE
You understand and agree that your employment with the Company is "at will." As
such, you agree that either you or Starwood may end the employment relationship
at any time with or without cause upon 30 days' notice. By signing below, you
understand and acknowledge that except for this Addendum, your Offer Letter
dated June 27, 2000 and the attendant Arbitration and Confidentiality,
Non-Solicitation Agreements and the Severance Agreement between you and the
Company dated August 14, 2000, there is not and shall not be any written
contract between you and the Company concerning this offer of continued
employment as Chief Operating Officer, and that this letter is not intended to
be and is not a contract of employment for any specific duration.
In the event that Starwood terminates your employment for any reason other than
"cause," Starwood will pay to you 12 months of your then current base salary, in
a lump sum less all applicable withholdings and will reimburse you for your
COBRA expenses minus your last level of contribution for up to 12 months
commencing on the termination date (the "Termination Payments"). You will not be
entitled to any Termination Payments if you resign your employment with the
Company. As a condition for, and prior to, your entitlement to and receipt of
any Termination Payments, you must enter into a written waiver and release of
any and all claims against Starwood arising out of or relating to your
employment with Starwood, in such form that Starwood may reasonably require.
For purposes of this paragraph, "cause," shall mean (i) any material breach by
you of any of the duties, responsibilities or obligations of your employment, or
any of the policies or practices of Starwood; (ii) any willful failure or
refusal by you to properly perform (as determined by Starwood in its reasonable
discretion and judgment) the duties, responsibilities or obligations of your
employment, or to properly perform or follow (as determined by Starwood in its
reasonable discretion and judgment) any lawful order or direction by Starwood;
(iii) any acts or omissions by you that constitute (as determined by Starwood in
its reasonable discretion and judgment) fraud, dishonesty, breach of your duty
of loyalty, gross negligence, civil or criminal illegality, or any other
misconduct in your employment or which could tend to bring Starwood into
disrepute, could create civil or criminal liability for Starwood or could
adversely affect Starwood's business or interests."
Agreed to and accepted:
/s/ Xxxxxx X. Xxxxxx Dated: April 16 , 2002
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Xxxxxx X. Xxxxxx
Starwood Hotels & Resorts Worldwide, Inc.
By /s/ Xxxxx Xxxxxx Dated: April 16 , 2002
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Xxxxx Xxxxxx
Executive Vice President,
Human Resources
