0001193125-14-065122 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • February 24th, 2014 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

THIS AGREEMENT, dated August 27, 2012 (the “Effective Date”), is made by and between Starwood Hotels and Resorts Worldwide, Inc., a Maryland corporation (the “Company”), and Sergio D. Rivera (the “Executive”).

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NON-LIBOR-BASED ALTERNATE CURRENCY AMENDMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 24th, 2014 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

NON-LIBOR-BASED ALTERNATE CURRENCY AMENDMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 3, 2014, to the Credit Agreement referred to below. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. PERFORMANCE SHARE AGREEMENT (GRANTED , 2013 PURSUANT TO THE
Performance Share Agreement • February 24th, 2014 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

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”), 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”), Performance Shares (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Plan and in this agreement (the “Agreement”). Attached to this Agreement as Exhibit A is a table that summarizes certain key provisions of this Agreement; in the case of any conflict between Exhibit A and the Agreement, the terms of the Agreement will prevail. The target number of Performance Shares covered by the Award is specified in the Award Notification (the “Target Award”). References to employment with the Company shall include employment with a subsidiary or affiliate of the Compan

AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SLC OPERATING LIMITED PARTNERSHIP
Limited Partnership Agreement • February 24th, 2014 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • Delaware

This Amendment to the Third Amended and Restated Limited Partnership Agreement of SLC Operating Limited Partnership (the “Partnership”), effective as of December 27, 2013 (this “Amendment”), is made and entered into by undersigned as the General Partner of the Partnership.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. RESTRICTED STOCK AWARD—CEO/EVP LEGAL AWARD AGREEMENT (GRANTED , 2013 PURSUANT TO THE
Legal Award Agreement • February 24th, 2014 • Starwood Hotel & Resorts Worldwide, Inc • Hotels & motels • New York

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”), 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”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). References to employment with the Company shall include employment with a subsidiary or affiliate of the Company. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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