0000950153-07-002357 Sample Contracts

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SEPTEMBER 24, 2007 NONQUALIFIED STOCK OPTION AWARD LEGAL AWARD AGREEMENT PURSUANT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN Frits Van Paasschen
Starwood Hotel & Resorts Worldwide Inc • November 9th, 2007 • Hotels & motels • Maryland

Starwood Hotels & Resorts Worldwide, Inc., a corporation organized under the laws of Maryland (the “Company”), has granted to the individual (the “Optionee”) named in the Award Notification (the “Award Notification”) as of the grant date set forth in the Award Notification (the “Option Date”), pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”) and that certain Employment Agreement between the Optionee and the Company, dated August 31, 2007 (with employment commencing September 24, 2007) (“Employment Agreement”), a Nonqualified Stock Option (the “Option”) to purchase from the Company that number of Shares and at the Option Price per Share set forth in the Award Notification upon and subject to the terms and conditions set forth below and the terms and conditions set forth in the Plan. References to employment by the Company shall include employment by a subsidiary or affiliate of the Company. Capitalized te

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT FRITS VAN PAASSCHEN (GRANT DATED SEPTEMBER 24, 2007, PURSUANT TO THE 2004 LONG- TERM INCENTIVE COMPENSATION PLAN)
Restricted Stock Unit Award Agreement • November 9th, 2007 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • Maryland

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”) and that certain Employment Agreement between the Participant and the Company, dated August 31, 2007 (with employment commencing September 24, 2007) (“Employment Agreement”), 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”) having a face value of $1,500,000, upon and subject to the restrictions, terms and conditions set forth in the Plan and below. References to employment by the Company in this Agreement shall include employment by a subsidiary to the maximum extent permissible under Section 409A of the Code. Capitalized terms not defined herein shall have the meanings specified in the Plan.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. RESTRICTED STOCK AWARD AGREEMENT FRITS VAN PAASSCHEN (GRANT DATED SEPTEMBER 24, 2007, PURSUANT TO THE 2004 LONG- TERM INCENTIVE COMPENSATION PLAN)
Restricted Stock Award Agreement • November 9th, 2007 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • Maryland

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”) and that certain Employment Agreement between Participant and the Company, dated August 31, 2007 (with employment commencing September 24, 2007) (“Employment Agreement”), 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 Award (the “Award”) having a face value of $3,750,000, upon and subject to the restrictions, terms and conditions set forth in the Plan and below. References to employment by the Company in this Agreement shall include employment by a subsidiary to the maximum extent permissible under Section 409A of the Code. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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