exv10w10



 





Exhibit 10.10




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT is made and entered into this    day of
February 2004 (“Agreement”), among Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation (the “Corporation”), Starwood Hotels & Resorts, a Maryland
real estate investment trust (the “Trust”, and together with the Corporation,
the “Company”), and                     (“Indemnitee”).



     WHEREAS, at the request of the Company, Indemnitee currently serves as a
director or officer of the Company, of one or more of its subsidiaries or
affiliates, or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee serves at the
request of the Company (a “Portfolio Company”), or has been elected or
appointed a director or officer of the Company, one or more of its subsidiaries
or affiliates or of a Portfolio Company effective at a later date, and may,
therefore, be subjected to claims, suits or proceedings arising as a result of
such service; and



     WHEREAS, as an inducement to Indemnitee to continue to serve as such
director or officer, the Company has agreed to indemnify and to advance
expenses and costs incurred by Indemnitee in connection with any such claims,
suits or proceedings, to the fullest extent permitted by law; and



     WHEREAS, the parties by this Agreement desire to set forth their agreement
regarding indemnification and advance of expenses;



     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:



     Section 1. Definitions. For purposes of this Agreement:


(a) “Board” means the Board of Directors of the Corporation together with the
Board of Trustees of the Trust.



(b) “Change in Control” shall be deemed to have occurred if the event set forth
in any one of the following paragraphs shall have occurred:





     (i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from
the Company or its affiliates) representing 25% or more of the combined
voting power of the Company’s then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (1) of paragraph (iii) below; or




     (ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the
date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in




 









 









connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so
approved or recommended; or




     (iii) there is a consummated merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (1) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, at
least 70% of the combined voting power of the securities of the Company
or such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, and in proportion to their voting
power immediately prior to such merger or consolidation, or (2) a merger
or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company’s then
outstanding securities; or




     (iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or
disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 70% of the combined voting power of the
voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale. Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred by virtue of the
consummation of any transaction or series of integrated transactions
immediately following which the record holders of the common stock of the
Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.



     (c) “Corporate Status” means the status of a person who is or was a
director, trustee, officer, employee or agent of the Company, one or more of
its subsidiaries or affiliates, or of any Portfolio Company.



     (d) “Disinterested Director” means a director of the Company who is not
and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.



     (e) “Effective Date” means the date set forth in the first paragraph of
this Agreement.




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     (f) “Expenses” shall include all reasonable attorneys’ fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.



     (g) “Independent Counsel” means a law firm, or a member of a law firm that
is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. If a Change in Control has not occurred, Independent Counsel shall
be selected by the Board, with the approval of Indemnitee, which approval will
not be unreasonably withheld. If a Change in Control has occurred, Independent
Counsel shall be selected by Indemnitee, with the approval of the Board, which
approval will not be unreasonably withheld.



     (h) “Person” as used herein shall be broadly interpreted to include,
without limitation, any corporation, company, group, partnership or individual.



     (i) “Proceeding” includes any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative (including on appeal), except one (i) initiated
by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights
under this Agreement or (ii) pending or completed on or before the Effective
Date, unless otherwise specifically agreed in writing by the Company and
Indemnitee.



     Section 2. Services by Indemnitee. Indemnitee will serve as a director or
officer of the Company, of one or more of its subsidiaries or affiliates, or of
a Portfolio Company, or has been elected or appointed a director or officer of
the Company, one or more of its subsidiaries or affiliates or of a Portfolio
Company effective at a later date. However, this Agreement shall not impose
any obligation on Indemnitee or the Company to continue Indemnitee’s service to
the Company, any of its subsidiaries, affiliates or Portfolio Company beyond
any period otherwise required by law or by other agreements or commitments of
the parties, if any.



     Section 3. Indemnification — General. The Company shall indemnify, and
advance Expenses to, Indemnitee (a) as provided in this Agreement and (b)
otherwise to the fullest extent permitted by Maryland law in effect on the date
hereof and as amended from time to time; provided, however, that no change in
Maryland law shall have the effect of reducing the benefits available to
Indemnitee hereunder based on Maryland law as in effect on the date hereof.
The rights of Indemnitee provided in this Section 3 shall include, without
limitation, the rights set forth in the other sections of this Agreement,
including any additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law (“MGCL”).




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     Section 4. Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of Indemnitee’s Corporate Status, he
or she is, or is threatened to be, made a party to or a witness in any
threatened, pending, or completed Proceeding, other than a Proceeding by or in
the right of the Company. Pursuant to this Section 4, Indemnitee shall be
indemnified against all judgments, penalties, fines and amounts paid in
settlement and all Expenses actually and reasonably incurred by Indemnitee or
on his or her behalf in connection with a Proceeding by reason of Indemnitee’s
Corporate Status unless it is established that (i) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) Indemnitee actually received an improper personal benefit in
money, property or services, or (iii) in the case of any criminal Proceeding,
Indemnitee had reasonable cause to believe that his conduct was unlawful.



     Section 5. Proceedings by or in the Right of the Company.



     (a) Indemnitee shall be entitled to the rights of indemnification provided
in this Section 5 if, by reason of Indemnitee’s Corporate Status, he or she is,
or is threatened to be, made a party to or a witness in any threatened, pending
or completed Proceeding brought by or in the right of the Company to procure a
judgment in its favor. Pursuant to this Section 5, Indemnitee shall be
indemnified against all amounts paid in settlement and all Expenses actually
and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding unless it is established that (i) the act or omission of
Indemnitee was material to the matter giving rise to such a Proceeding and (a)
was committed in bad faith or (b) was the result of active and deliberate
dishonesty or (ii) Indemnitee actually received an improper personal benefit in
money, property or services.



     (b) Indemnitee shall be deemed to have acted in good faith if, in
performing his or her duties, Indemnitee relied on any information, opinion,
report or statement, including any financial statement or other financial data
prepared or presented by:




     (i) an officer or employee of the Company whom Indemnitee reasonably
believes to be reliable and competent in the matters presented;




     (ii) a lawyer, certified public accountant, or other person, as to a
matter which Indemnitee reasonably believes to be within the person’s
professional or expert competence; or




     (iii) a committee of the Board on which Indemnitee does not serve, as to
a matter within its designated authority, if Indemnitee reasonably believes the
committee to merit confidence.



     (c) Indemnitee has not acted in good faith if he or she had any knowledge
concerning the matter in question which would cause the reliance set forth in
paragraph (b) above to be unwarranted.



     Section 6. Court-Ordered Indemnification. Notwithstanding any other
provision of this Agreement, a court of appropriate jurisdiction, upon
application of a director or officer and such notice as the court shall
require, may order indemnification in the following circumstances:




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     (a) if it determines a director or officer is entitled to reimbursement
under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case the director or officer shall be entitled to recover the expenses
of securing such reimbursement; or



     (b) if it determines that the director or officer is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the director or officer (i) has met the standards of conduct set forth
in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of
an improper personal benefit under Section 2-418(c) of the MGCL, the court may
order such indemnification as the court shall deem proper. However,
indemnification with respect to any Proceeding by or in the right of the
Company or in which liability shall have been adjudged in the circumstances
described in Section 2-418(c) of the MGCL shall be limited to Expenses.



     Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of his
Corporate Status, made a party to and is successful, on the merits or
otherwise, in the defense of any Proceeding, he shall be indemnified for all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 7 for all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation,
the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.



     Section 8. Advance of Expenses. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding to which Indemnitee is, or is threatened to be, made a party or a
witness, within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by a written
affirmation by Indemnitee of Indemnitee’s good faith belief that the standard
of conduct necessary for indemnification by the Company as authorized by law
and by this Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been
met and which has not been successfully resolved as described in Section 7. To
the extent that Expenses advanced to Indemnitee do not relate to a specific
claim, issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis. The undertaking required by this Section 8
shall be an unlimited general obligation by or on behalf of Indemnitee and
shall be accepted without reference to Indemnitee’s financial ability to repay
such advanced Expenses and without any requirement to post security therefor.




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     Section 9. Procedure for Determination of Entitlement to Indemnification.



     (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors in
writing that Indemnitee has requested indemnification.



     (b) Upon written request by Indemnitee for indemnification pursuant to the
first sentence of Section 9(a) hereof, a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall promptly
be made in the specific case: (i) if a Change in Control shall have occurred,
by Independent Counsel in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee; or (ii) if a Change of Control shall not have
occurred, (A) by the Board (or a duly authorized committee thereof) by a
majority vote of a quorum consisting of Disinterested Directors (as herein
defined), or (B) if a quorum of the Board consisting of Disinterested Directors
is not obtainable or, even if obtainable, such quorum of Disinterested
Directors so directs, by Independent Counsel in a written opinion to the Board,
a copy of which shall be delivered to Indemnitee, or (C) if so directed by a
majority of the members of the Board, by the stockholders of the Company; and,
if it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten days after such determination.
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses (including
reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and
hold Indemnitee harmless therefrom.



     Section 10. Presumptions and Effect of Certain Proceedings.



     (a) In making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9(a) of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
of any determination contrary to that presumption.



     (b) The termination of any Proceeding by judgment, order, settlement,
conviction, a plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgment, does not create a presumption that
Indemnitee did not meet the requisite standard of conduct described herein for
indemnification.




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     Section 11. Remedies of Indemnitee.



     (a) If (i) a determination is made pursuant to Section 9 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advance of Expenses is not timely made pursuant to Section 8 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 9(b) of this Agreement within 90 days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Section 7 of this Agreement within ten days after receipt
by the Company of a written request therefor, or (v) payment of indemnification
is not made within ten days after a determination has been made that Indemnitee
is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Maryland, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or advance
of Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 7 of this Agreement.



     (b) In any judicial proceeding or arbitration commenced pursuant to this
Section 11 the Company shall have the burden of proving that Indemnitee is not
entitled to indemnification or advance of Expenses, as the case may be.



     (c) If a determination shall have been made pursuant to Section 9(b) of
this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification.



     (d) In the event that Indemnitee, pursuant to this Section 11, seeks a
judicial adjudication of or an award in arbitration to enforce his rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
for, any and all Expenses actually and reasonably incurred by him in such
judicial adjudication or arbitration. If it shall be determined in such
judicial adjudication or arbitration that Indemnitee is entitled to receive
part but not all of the indemnification or advance of Expenses sought, the
Expenses incurred by Indemnitee in connection with such judicial adjudication
or arbitration shall be appropriately prorated.



     Section 12. Defense of the Underlying Proceeding.



     (a) Indemnitee shall notify the Company promptly upon being served with or
receiving any summons, citation, subpoena, complaint, indictment, information,
notice, request or other document relating to any Proceeding which may result
in the right to indemnification or the advance of Expenses hereunder; provided,
however, that the failure to give any such notice shall not disqualify
Indemnitee from the right, or otherwise affect in any manner any right of




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Indemnitee, to indemnification or the advance of Expenses under this
Agreement unless the Company’s ability to defend in such Proceeding or to
obtain proceeds under any insurance policy is materially and adversely
prejudiced thereby, and then only to the extent the Company is thereby actually
so prejudiced.




     (b) Subject to the provisions of the last sentence of this Section 12(b)
and of Section 12(c) below, the Company shall have the right to defend
Indemnitee in any Proceeding which may give rise to indemnification hereunder;
provided, however, that the Company shall notify Indemnitee of any such
decision to defend within 15 calendar days following receipt of notice of any
such Proceeding under Section 12(a) above. The Company shall not, without the
prior written consent of Indemnitee, which shall not be unreasonably withheld
or delayed, consent to the entry of any judgment against Indemnitee or enter
into any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the full
release of Indemnitee from all liability in respect of such Proceeding, which
release shall be in form and substance reasonably satisfactory to Indemnitee.
This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under
Section 11 above or Section 18 below.



     (c) Notwithstanding the provisions of Section 12(b) above, if in a
Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of
Independent Counsel, that he or she may have separate defenses or counterclaims
to assert with respect to any issue which may not be consistent with other
defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon
an opinion of Independent Counsel, that an actual or apparent conflict of
interest or potential conflict of interest exists between Indemnitee and the
Company, or (iii) if the Company fails to assume the defense of such Proceeding
in a timely manner, Indemnitee shall be entitled to be represented by separate
legal counsel of Indemnitee’s choice, subject to the prior approval of the
Company, which shall not be unreasonably withheld, at the expense of the
Company. In addition, if the Company fails to comply with any of its
obligations under this Agreement or in the event that the Company or any other
person takes any action to declare this Agreement void or unenforceable, or
institutes any Proceeding to deny or to recover from Indemnitee the benefits
intended to be provided to Indemnitee hereunder, Indemnitee shall have the
right to retain counsel of Indemnitee’s choice, subject to the prior approval
of the Company, which shall not be unreasonably withheld, at the expense of the
Company (subject to Section 11(d)), to represent Indemnitee in connection with
any such matter.



     Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.



     (a) The rights of indemnification and advance of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Charter or
Bylaws of the Company, any agreement or a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board, or
otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal.




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     (b) In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.



     (c) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.



     Section 14. Insurance. The Company will use its reasonable best efforts
to acquire directors and officers liability insurance, on terms and conditions
deemed appropriate by the Board of the Company, with the advice of counsel,
covering Indemnitee or any claim made against Indemnitee for service as a
director or officer of the Company or any of its subsidiaries or affiliates and
covering the Company for any indemnification or advance of expenses made by the
Company to Indemnitee for any claims made against Indemnitee for service as a
director or officer of the Company or any of its subsidiaries or affiliates.
Such insurance will apply to an Indemnitee who is providing services to a
Portfolio Company only to the extent Portfolio Company’s directors and officers
liability insurance does not cover Indemnitee. Without in any way limiting any
other obligation under this Agreement, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or
retention and the amount of any excess of the aggregate of all judgments,
penalties, fines, settlements and reasonable expenses incurred by Indemnitee in
connection with a Proceeding over the coverage of any insurance referred to in
the first sentence of this Section 14.



     Section 15. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, whether instituted
by the Company or any other party, and to which Indemnitee is not a party, he
shall be advanced all reasonable Expenses and indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.



     Section 16. Duration of Agreement; Binding Effect.



     (a) This Agreement shall continue until and terminate ten years after the
date that Indemnitee shall have ceased to serve as a director, trustee,
officer, employee, or agent of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee served at the request of the Company; provided, that the
rights of Indemnitee hereunder shall continue until the final termination of
any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 11 of this Agreement relating
thereto.



     (b) The indemnification and advance of Expenses provided by, or granted
pursuant to, this Agreement shall be binding upon and be enforceable by the
parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, trustee, officer,




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employee or agent of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the request of the Company, and shall inure to the
benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.




     (c) The Company shall require and cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by
written agreement in form and substance satisfactory to Indemnitee, expressly
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.



     Section 17. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.



     Section 18. Exception to Right of Indemnification or Advance of Expenses.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advance of Expenses under this Agreement with
respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is
brought to enforce indemnification under this Agreement or otherwise or (b) the
Company’s Bylaws, as amended, the Charter, a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board or an
agreement approved by the Board to which the Company is a party expressly
provide otherwise.



     Section 19. Identical Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.
One such counterpart signed by the party against whom enforceability is sought
shall be sufficient to evidence the existence of this Agreement.



     Section 20. Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.



     Section 21. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.




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     Section 22. Notice by Indemnitee. Indemnitee shall promptly notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advance of Expenses
covered hereunder.



     Section 23. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:



     (a) If to Indemnitee, to: The address set forth on the signature page
hereto.



     (b) If to the Company to:



	 	 	 
	Starwood Hotels & Resorts Worldwide, Inc.
	1111 Westchester Avenue
	White Plains, NY 10604
	Attn:

	 	Kenneth S. Siegel
	

	 	Executive Vice President, General Counsel and Secretary






or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.




     Section 24. Governing Law. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.



     Section 25. Miscellaneous. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.



[SIGNATURE PAGE FOLLOWS]





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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.



	 	 	 	 	 	 	 
	ATTEST:	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
	 
 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	(SEAL)
	


	 	 	 	
	 	 
	

	 	Name:
	 	Kenneth S. Siegel	 	 
	

	 	Title:
	 	Executive Vice President,

General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	STARWOOD HOTELS & RESORTS
	 
 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	(SEAL)
	


	 	 	 	
	 	 
	

	 	Name:
	 	Kenneth S. Siegel	 	 
	

	 	Title:
	 	Vice President,

General Counsel and Secretary	 	 
	 
 
 
	 	 	 	 	 	 
	WITNESS:	 	INDEMNITEE
	 
 
	 	 	 	 	 	 
	
	 	

	

	 	Name:	 	 	 	 
	

	 	Address:	 	 	 	 








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EXHIBIT A




FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED




The Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. and

The Board of Trustees of Starwood Hotels & Resorts



Re: Undertaking to Repay Expenses Advanced




Ladies and Gentlemen:




     This undertaking is being provided pursuant to that certain
Indemnification Agreement dated the    day of                     , 200   , by and
between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation,
Starwood Hotels & Resorts, a Maryland real estate investment trust (together,
the “Company”), and the undersigned Indemnitee (the “Indemnification
Agreement”), pursuant to which I am entitled to advance of expenses in
connection with [Description of Proceeding] (the “Proceeding”).



     Terms used herein and not otherwise defined shall have the meanings
specified in the Indemnification Agreement.



     I am subject to the Proceeding by reason of my Corporate Status or by
reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as [a director] [an officer] of
the Company, in any of the facts or events giving rise to the Proceeding, I (1)
acted in good faith and honestly, (2) did not receive any improper personal
benefit in money, property or services and (3) in the case of any criminal
proceeding, had no reasonable cause to believe that any act or omission by me
was unlawful.



     In consideration of the advance of expenses by the Company for reasonable
attorney’s fees and related expenses incurred by me in connection with the
Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection
with the Proceeding, it is established that (1) an act or omission by me was
material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty or (2) I
actually received an improper personal benefit in money, property or services
or (3) in the case of any criminal proceeding, I had reasonable cause to
believe that the act or omission was unlawful, then I shall promptly reimburse
the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and
which have not been successfully resolved as described in Section 7 of the
Indemnification Agreement. To the extent that Advanced Expenses do not relate
to a specific claim, issue or matter in the Proceeding, I agree that such
Expenses shall be allocated on a reasonable and proportionate basis.



     IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on
this    day of                     , 200   .



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 

	 	 	 	 	 	(SEAL)