exv10w8






Exhibit 10.8




AMENDMENT TO EMPLOYMENT LETTER




Effective December 30, 2008




     Starwood Hotels & Resorts Worldwide, Inc. (“Company”) set out the terms of its offer of
employment to the executive named below (“Executive”) pursuant to a letter with the date specified
below (“Offer Letter”). The Company and the Executive desire to amend the severance provisions of
the Offer Letter (“Amendment”) in order to evidence documentary compliance with Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulatory guidance thereunder, effective on the
date specified above.



	 	 	 	 	 
	 

	 	Executive:
	 	Simon Turner
	 

	 	Date of Offer Letter:
	 	April 15, 2008






     In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1. The section entitled “Annual Incentive (Bonus)” is amended to specify that payment of your 2008
bonus will be delivered in 2009, no later than March 15, 2009 (except to the extent that a portion
of the bonus is deferred pursuant to the terms of the applicable annual incentive plan).



2. The sections entitled “Sign-on Stock Equity”, “Benefits” and “COBRA Payments” are modified to
clarify that the stock options, restricted stock, sign on bonus, legal fee reimbursement and COBRA
payments specified in these sections were paid in 2008.





	3.	 	The first paragraph of the section entitled “Severance” is modified to read as follows:






In the event that Starwood terminates your employment for any reason other than
cause, or you resign for good reason, Starwood will pay to you twelve months of
your then current base salary, in a lump sum less all applicable withholdings (the
“Severance Payment”), plus an amount equal to 12 times the COBRA charge on the
payment date for the type of Company-provided group health plan coverage in effect
for you (e.g., family coverage) on the date of your employment termination less the
active employee charge for such coverage in effect on the date of your employment
termination, in a lump sum less all applicable withholdings (the “COBRA Payment”).
The Severance Payment will be subject to and conditioned upon your continuing
compliance with the Non-Compete, Non- Solicitation, Confidentiality and
Intellectual Property Agreement referred to below. In addition, the Company must
deliver to you a customary release agreement (the “Release”) on the date of
your employment termination, and as a condition to receipt of the Severance Benefit
you must (i) sign the Release and return the signed Release to the Company within
the following number of days after the date on which the Company delivers the
Release to you: 14 days if you are under age 40 on the date of your termination of
employment, 21 days if you are at least age 40 on the date of your termination of
employment and if your



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termination of employment is not part of a group termination program within the
meaning Section 7(f)(1)(F)(ii) of the Age Discrimination in Employment Act of 1967,
as amended, and 45 days if you are at least age 40 on the date of your termination
of employment and your termination is part of such a group termination program (the
“Release Period”); and (ii) not revoke the Release within any seven-day revocation
period that applies to you under the Age Discrimination in Employment Act of 1967,
as amended (the “Revocation Period”). The Company will then pay the Severance
Benefit to you in a lump sum 53 days following the date of your termination of
employment, except as provided in the section entitled “Section 409A” below. In
the event you decline or fail for any reason to timely execute and deliver the
Release or you revoke the Release, then you will not be entitled to the Severance
Benefit. The Company will pay the COBRA Payment to you within 30 days following the
date of your employment termination, except as provided in the section entitled
“Section 409A” below. You will not be eligible for any Severance Payment or COBRA
Payment if you resign from your employment with the Company without good reason.




	4.	 	The section entitled “Section 409A” is amended to read as follows:






This letter agreement will be construed and administered to preserve the exemption
from Section 409A of payments that qualify as short-term deferrals pursuant to
Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation
exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that
are subject to Section 409A, it is intended, and this Agreement will be so
construed, that such amounts and the Company’s and your exercise of authority or
discretion hereunder shall comply with the provisions of Section 409A so as not to
subject you to the payment of interest and additional tax that may be imposed under
Section 409A. For purposes of any payment in this Agreement that is subject to
Section 409A and triggered by your “termination of employment”, (i) “termination of
employment” shall have the same meaning as “separation from service” under Section
409A(a)(2)(A)(i) of the Code, and (ii) in the event you are a “specified employee”
on the date of your termination of employment (with such status determined by the
Company in accordance with rules established by the Company in writing in advance
of the “specified employee identification date” that relates to the date of your
termination of employment or, if later, by December 31, 2008, or in the absence of
such rules established by the Company, under the default rules for identifying
specified employees under Section 409A), any payment that is subject to Section
409A, such payment shall not be paid earlier than six months after such termination
of employment (if you die after the date of your termination of employment but
before any payment has been made, such remaining payments that were or could have
been delayed will be paid to your estate without regard to such six-month delay).
You acknowledge and agree that the Company has made no representation to you as to
the tax treatment of the compensation and benefits provided pursuant to this
Agreement.



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     IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above
written.



Dated: December 30, 2008



 


Simon Turner




	 	 	 	 	 
	 	Starwood Hotels & Resorts Worldwide, Inc.

 	 
	Dated: December 30, 2008 	BY:  	 	 
	 	 	NAME: Jeffrey M. Cava 	 
	 	 	TITLE: EVP — Human Resources 	 
	 




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