0000950153-06-002041 Sample Contracts

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMEDED AND RESTATED AUGUST 2, 2006 RESTRICTED STOCK AWARD LEGAL AWARD AGREEMENT (THIS GRANT IS PURSUANT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN)
Term Incentive Compensation Plan • August 4th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • Maryland

This Amended and Restated Restricted Stock Award Agreement (the “Agreement”), is made as of August 2, 2006, by and between Starwood Hotels & Resorts Worldwide, Inc., a corporation organized under the laws of Maryland (the “Company”), and the individual (the “Participant”) named in the Award Notification (the “Award Notification”) dated as of February 7, 2006. References to employment by the Company shall include employment by a subsidiary or affiliate of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMENDED AND RESTATED AUGUST 2, 2006 NONQUALIFIED STOCK OPTION AWARD LEGAL AWARD AGREEMENT PURSUANT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN
Incentive Compensation Plan • August 4th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • Maryland

This Amended and Restated Non-Qualified Stock Option Agreement (the “Agreement”), is made as of August 2, 2006, by and between Starwood Hotels & Resorts Worldwide, Inc., a corporation organized under the laws of Maryland (the “Company”), and the individual (the “Optionee”) named in the Award Notification (the “Award Notification”) dated as of February 7, 2006, pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”). References to employment by the Company shall include employment by a subsidiary or affiliate of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan.

SEVERANCE AGREEMENT
Severance Agreement • August 4th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

THIS AGREEMENT, dated August 2, 2006, is made by and between Starwood Hotels and Resorts Worldwide, Inc., a Maryland corporation (the “Company”), and (the “Executive”).

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