exv10w1






Exhibit 10.1









August 22, 2008




Matthew E. Avril

c/o Starwood Hotels & Resorts Worldwide, Inc.

1111 Westchester Ave

White Plains, NY 10604



Dear Matt,



The specifics of your assignment with Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” or the
“Company”), in connection with your promotion to President — Hotel Operations, are outlined below:




Start Date:



Subject to the terms of this letter, your promotion will be effective as of September 1, 2008 (the
“Effective Date”).




Responsibilities:



Your position will be President — Hotel Operations at the Company’s corporate office in White
Plains, NY and you shall perform such duties and services as are assigned to you by the Company as
requested. You shall devote your full time and attention to the affairs of the Company and to your
job duties, and use your best efforts and abilities to promote the Company’s interests.
Notwithstanding the foregoing, you shall not be prohibited from investing or trading in stocks,
bonds, commodities or other forms of passive investment, including real estate, provided that such
activities do not violate section 1 of the confidentiality, non-compete and non-solicitation
agreement referred to below. You will initially be reporting to Frits van Paasschen, Chief
Executive Officer, though the Company may make changes in your reporting structure, title and job
responsibilities at any time. It is expected that the performance your duties will involve
extensive travel, both within the United States and internationally.



In performing your duties, you will be expected to comply at all times with all policies,
procedures and directives as they currently exist or as they may be adopted or changed from time to
time.




Base Salary:



Your base salary will be $725,000.00 annually, paid in semi-monthly intervals of $30,208.33, and
subject to applicable withholdings for FICA, state and federal taxes. The Starwood salary program
provides performance-based salary reviews for future salary progression.




 









 








Annual Incentive (Bonus):



You will be eligible to participate in the Starwood Annual Incentive Plan (AIP) or, at the election
of the board’s compensation committee, the Annual Incentive Plan for Certain Executives (AIPCE).
In either case, your target incentive is 100% of base salary. Your actual incentive award will be
based upon a variety of factors including company and division performance, and your achieving
specified performance criteria to be established and approved with your manager. In the event that
changes are made to any of the incentive plans, the changes will apply to you as they do other
similarly situated employees of the Company.



Please note that the AIP and AIPCE provides that a portion of your annual bonus will be deferred
and payable in Starwood stock or stock units.



Payment of your 2008 bonus will be delivered according to the regular annual incentive plan payout
schedule and shall be based upon the base salary and bonus target set forth in this letter. An
annual bonus shall not be deemed earned by you until the Company has determined your entitlement to
such bonus and only if you are employed by the Company at the time such bonus is payable in
accordance with the AIP, AIPCE and Company practices. The Company does not pay pro-rata bonuses
upon departure.




Long Term Incentive:



You will be eligible to participate in Starwood’s Long Term Incentive Compensation Plan (“LTIP”),
subject to the terms and conditions of the LTIP, as it may be changed from time to time. This plan
provides for the award of options/restricted shares at the Company’s discretion to high performing
executives. For calendar years 2009, 2010 and 2011, as long as annual option and restricted stock
grants are made to other senior executives, you will receive equity awards having a minimum value
of $1,500,000 on or about the same time as such grants are made to other senior executives
(currently February of each year), payable in the same proportions of restricted stock and options
as other senior executives of the Company, with the value of options determined by the method then
used by the Company for determining grants to such other senior executives. The award agreements
governing the terms of your equity grants will be on the same terms and conditions as other senior
executives of the Company.



In connection with your promotion, you will receive a one time restricted stock grant under the
LTIP having an aggregate value of $1,500,000, awarded as follows:



Effective on the first business day of the month following the execution of this letter agreement,
you will be granted that number of shares of restricted stock having a value equal to $1,500,000,
based on the Fair Market Value (as defined in the LTIP) on the date of the grant. The restricted
shares will vest in accordance with the LTIP and will otherwise be governed by the provisions of
the LTIP and the award agreement governing the restricted shares, provided that 100% of the shares
will vest on the third anniversary of the date of grant. Further details will be provided in the
award notification and agreement to be delivered to you following the grant.




Benefits:



Your original hire date with Starwood will remain the same for benefit accrual purposes. If you
promotion necessitates a change in medical plans, information will be provided to you after your
new assignment begins. You shall participate in, and be eligible to receive, all other benefits,
including 401(k), medical, dental and disability plans coverage, as may be provided by the Company
to other senior executive employees from time to time pursuant to the terms and


 









 






conditions of such benefit plans, programs and/or policies. In the event that changes are made to
any of the benefit plans, the changes will apply to you as they do other employees of the Company.



You will be eligible for 20 days of vacation on an annual basis. In addition, the Company will
reimburse you for up to $10,000 in legal fees incurred by you for review of your employment letter
with us.




Relocation:



Starwood will pay the reasonable, out-of-pocket costs of relocating from Orlando, Florida to the
New York metropolitan area in accordance with the provisions of Starwood’s Relocation Program.
Details of Starwood’s Relocation Program are enclosed. To initiate the moving process, please
contact your Human Resources office. In an effort to fully utilize our relocation benefit and
avoid additional tax liability, we ask that you do not begin your relocation process before being
contacted by your assigned relocation company. Your office shall be based in White Plains or such
other location at the Company’s headquarters as may exist from time to time. The Company
recognizes that you currently reside in Florida and will maintain a residence there.



In the event that you accept this offer of employment and relocation expenses are paid to you or on
your behalf, you agree that if you voluntarily terminate your employment within one year, you will
repay all such relocation, reduced by 1/12 for each full calendar month actually worked. In
addition, eligibility for reimbursement of any and all relocation expenses will cease on the last
day of employment and any relocation expenses incurred after that date will not be reimbursed by
Starwood and will be your responsibility.




Resolution of Disputes:



From time to time, disagreements and misunderstandings may arise concerning your job
responsibilities, performance, compensation, benefits or other matters affecting your employment
with the Company, or one of its affiliated companies. We hope that we will be able to resolve such
matters through normal discussions with your immediate managers or Human Resources representatives.



In the event those efforts fail, you and the Company agree, except as may be prohibited by law or
as otherwise excluded by the terms of the attached Mutual Agreement to Arbitrate (Attachment A), to
submit any and all disputes relating to or arising out of this offer letter, your employment with
the Company or the termination of that employment to final and binding arbitration pursuant to the
employment rules then in effect of the American Arbitration Association, which shall be the sole
and exclusive remedy for such disputes. Accordingly, you acknowledge and agree that this offer of
employment and the benefits provided herein are contingent upon your execution of the Mutual
Agreement to Arbitrate provided to you herewith and incorporated herein by reference. In the event
that the Mutual Agreement to Arbitrate is determined by a court with appropriate jurisdiction to be
unenforceable, you and the Company waive any right to a trial by jury on the claims that otherwise
would have been subject to the Mutual Agreement to Arbitrate.




Employment Term:



While Starwood looks forward to a long and mutually beneficial relationship with you, you should
understand that there is no fixed duration for your employment. In accepting this offer,


 









 






you acknowledge and agree that your employment with the Company is at will, and may be terminated
by Starwood at any time, with or without notice and for any or no reason. By signing below, you
acknowledge that except for this letter, there is not and shall not be any written contract between
you and the Company concerning this offer of employment or your prospective employment, and that
nothing in this letter guarantees employment for any definite or specific term or duration or any
particular level of benefits or compensation.




Severance:



In the event that Starwood terminates your employment for any reason other than cause, Starwood
will pay to you twelve months of your then current base salary, in a lump sum less all applicable
withholdings (the “Severance Payment”), and it will periodically reimburse you for your COBRA
expenses minus your last level of normal contribution for up to twelve months commencing on the
termination date. In addition, all stock options and restricted stock held by you under the
Company’s stock incentive plans that were granted prior to August 19, 2008 shall immediately vest
and become exercisable, and may thereafter be exercised, as provided in and in accordance with the
terms of the applicable plan and award agreement. All stock options and restricted stock awards
granted after August 19, 2008, including the sign-on grant referred to above, shall not be
automatically accelerated but shall be governed in accordance with the terms of the applicable plan
and award agreement. The Severance Payment and equity acceleration will be in lieu of any
compensation, damage or remedy to which you might otherwise be entitled and will be subject to and
conditioned upon (a) your continuing compliance with the Non-Compete, Non-Solicitation,
Confidentiality and Intellectual Property Agreement referred to below and (b) your signing a
written waiver and release of any and all claims against Starwood arising out of or relating to
your employment with Starwood, in form and substance satisfactory to Starwood. You will not be
eligible for any Severance Payment, equity acceleration or COBRA reimbursement if you resign from
your employment with the Company.



For purposes of this paragraph, “cause,” shall mean (i) any material breach by you of any of the
duties, responsibilities or obligations of your employment, or any of the policies or practices of
Starwood; (ii) your material failure or refusal to properly perform, or the habitual neglect of
(both as determined by Starwood in its reasonable discretion and judgment), the duties,
responsibilities or obligations of your employment, or to properly perform or follow (as determined
by Starwood in its reasonable discretion and judgment) any lawful order or direction by Starwood;
(iii) any acts or omissions by you that constitute (as determined by Starwood in its reasonable
discretion and judgment) fraud, dishonesty, disloyalty, breach of trust, gross negligence, civil or
criminal illegality, or any other misconduct or behavior that could (as determined by Starwood in
its reasonable discretion and judgment), subject to civil or criminal liability or otherwise
adversely affect the business, interests or reputation of Starwood or any of its affiliates.




Other Conditions and Obligations:



You acknowledge that you are not subject to any currently effective employment contract, or any
other contractual or other binding obligations pursuant to which your employment or employment
activities with or on behalf of the Company may be subject to any restrictions. Restrictions
include, without limitation, any agreements or other obligations or documents relating to
non-competition, confidentiality, trade secrets, proprietary information or works for hire. By
signing this letter, you represent to the Company that there are no agreements or arrangements,
whether written or oral, in effect that would prevent or conflict with your full performance of
your employments duties and responsibilities to us.




 









 







As a further condition of this offer and your right to receive any of the benefits detailed herein,
you agree to execute and be bound by a confidentiality, non-compete and non-solicitation agreement
provided to you by the Company (Attachment B).




No Other Assurances:



You acknowledge that in deciding to sign this offer, you have not relied on any promises,
commitments, statements or representations, whether spoken or in writing, made to you by any
representative of the Company, except for what is expressly stated herein. This offer replaces and
cancels all previous agreements, commitments, and understandings, including without limitation, the
Amended and Restated Employment Agreement dated as of May 11, 2005 between you and Starwood
Vacation Ownership, Inc., a wholly owned subsidiary of the Company, whether spoken or written, if
any, that the Company or any representative of the Company may have made in connection with your
anticipated employment.



You also acknowledge that this offer is intended as written, and that no marginal notations or
other revisions to either this offer, the Mutual Agreement to Arbitrate, or the Non-compete,
Non-solicitation, Confidentiality and Intellectual Property Agreement are binding on the Company
unless expressly consented to in writing by the Executive Vice President, Human Resources or
Starwood’s Chief Administrative Officer and General Counsel. This offer shall be construed,
governed by and enforced in accordance with the laws of the State of New York, without regard to
its conflicts of laws principles.



By signing and returning this letter, you confirm that this letter accurately sets forth the
current understanding between you and Starwood and that you accept and agree to the terms as stated
above.




	 	 	 	 	 
	Very truly yours,

 	 	 
	By:  	
 	 	 
	 	Name:  	Jeff Cava 	 	 
	 	Title:  	EVP — Human Resources 	 	 
	 



	 	 	 	 	 
	ACCEPTED AND AGREED TO:

 	 	 
	
 	 	 
	Matthew E. Avril                          	 	Date: August ___, 2008 
	 	 	 



 









 






	 	 	 	 	 



Attachment A




MUTUAL AGREEMENT TO ARBITRATE





     In order to gain the benefits of a speedy, impartial, and cost-effective dispute resolution
procedure, and for good and valid consideration as covenanted below and in addition to any other
consideration, and intending to be legally bound, Starwood Hotels & Resorts Worldwide, Inc. (the
“Company”) and I hereby agree that, except as otherwise provided herein, all disputes and claims
for which a court otherwise would be authorized by law to grant relief, in any manner, that I may
have, now or in the future, during or after my employment with the Company, of any and every kind
or nature whatsoever with or against the Company, any of the Company’s affiliated or subsidiary
companies, partners, joint venturers, owners of properties that the Company’s affiliates manage,
and/or any of his, her, its or their directors, officers, employees or agents , or any disputes and
claims that the Company may have against me (collectively, “Claims”), shall be submitted to the
American Arbitration Association (“AAA”) to be resolved and determined through final and binding
arbitration before a single arbitrator and to be conducted in accordance with the National Rules
for the Resolution of Employment Disputes of the AAA. The Company and I agree that the arbitrator
will have the authority to grant motions dispositive of all or part of any Claim. The Company
shall be responsible for payment of all arbitrator compensation, AAA filing fees and AAA
administrative fees, other than the initial AAA filing fee for which I will be responsible to pay
up to a maximum of $125, or as otherwise required by law.



     Any reference in this Agreement to the Company also refers to all of the Company’s affiliated
entities, benefit plans, the benefit plans’ sponsors, fiduciaries and administrators, and all
successors and assigns of any of them.



     The Company and I each have the right to representation by counsel with respect to arbitration
of any dispute pursuant to this Agreement. Except as prohibited by law, at the request of either
the Company or me, the arbitration proceedings shall be conducted in confidence, and, in such a
case, all documents, testimony, and records shall be received, heard, and maintained by the
arbitrator in confidence, available for inspection only by me and the Company, our respective
attorneys, and experts, who shall agree, in advance and in writing, to receive all such information
confidentially and to maintain the secrecy of such information until it shall become generally
known. Both parties shall be allowed adequate discovery as part of the arbitration process,
including reasonable access to essential documents and witnesses as determined by agreement or the
arbitrator.



     The arbitrator shall conduct a full hearing as to all issues and disputes not resolved by
dispositive motion. At such hearing, the parties shall be entitled to present evidence and examine
and cross-examine witnesses. The arbitrator shall issue a written decision revealing the essential
findings and conclusions upon which any award is based. In addition, the arbitrator shall have
authority to award equitable relief, damages, costs, and fees to the extent permitted by law,
including, but not limited to, any remedy or relief that a governing court might order.



     The Company and I hereby agree that the Claims subject to arbitration shall include but not be
limited to any and all Claims that arise out of or are related to the offer of employment, transfer
or promotion extended by the Company to me, any withdrawal or rescission of that offer, any aspect
of my employment with the Company or the terms and conditions of that employment,



 









 







any claim for bonus, vacation pay or other compensation, any termination of that employment
and any Claim of discrimination, retaliation, or harassment based upon age, race, religion, sex,
creed, ethnicity, pregnancy, veteran status, citizenship status, national origin, disability,
handicap, medical condition, sexual orientation or any other unlawful basis, or any other unlawful
conduct, under any applicable federal, state, local or other statutes, orders, laws, ordinances,
regulations or the like, or case law, that relate to employment or employment practices, including
without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the
Family Medical Leave Act of 1993, as amended, the Employee Retirement Income Security Act of 1990,
as amended, the Worker Adjustment Retraining and Notification Act, as amended, the Fair Labor
Standards Act, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act, as amended, the
Equal Pay Act, as amended, the Rehabilitation Act, as amended, the Immigration Reform and Control
Act, and the state and local analogues to the foregoing.



     The Company and I further agree that the Claims subject to arbitration shall exclude any
Claims required by any applicable federal, state, local or other statute or benefit or pension plan
to be submitted to an administrative forum (for example, a workers’ compensation claim, a claim for
unemployment insurance benefits, or an administrative charge of discrimination or retaliation filed
with the Equal Employment Opportunity Commission or the state or local analogue to that agency but
not litigation arising from such charges), any claims involving any loans or advances paid to me
that are subject to any mortgage, promissory note or other similar agreement that I have signed,
and any Claims involving solely a monetary dispute within the jurisdiction of a small claims court.
The Company and I further agree that the Claims subject to arbitration also shall exclude any
Claims to the extent they involve the alleged taking, use or disclosure of trade secrets and
similar confidential or proprietary information, Claims involving a failure to pay a retention
bonus or relocation expense, Claims involving a failure to repay any unearned portion of a
retention bonus or relocation expense, Claims based upon any employee pension or benefit plan the
terms of which contain an enforceable arbitration procedure, in which case the procedure of such
plan shall apply, and Claims that cannot be compelled to mandatory arbitration under applicable
federal law.



     The Company and I agree that any arbitration award rendered as the result of any arbitration
under this Agreement shall be final and binding and may be entered and enforced as a court judgment
in accordance with applicable law. The Company and I further agree that this Agreement, any
arbitration under this Agreement and any arbitration award rendered in such arbitration shall be
governed by the Federal Arbitration Act.



     By entering into this Agreement, the Company and I each specifically acknowledge and
understand that the right to the determination and/or trial of any Claims in court before a judge
or a jury is a valuable right, and that by signing this Agreement, the Company and I hereby
knowingly and voluntarily waive any and all rights we may have to assert any Claims in any court of
competent jurisdiction and to a determination and/or trial before a judge or a jury.



     I further understand and acknowledge that this Agreement is not intended to be and shall not
be deemed to constitute a contract of employment for any specific duration, and that my employment
shall be and remain at will, which means that the Company and I shall be free to terminate that
employment at any time for any or no reason with or without notice and with or without cause.



 









 





     Each party’s promise to resolve Claims by arbitration in accordance with the provisions of
this Agreement is consideration for the other party’s like promise. Additionally, I enter into
this Agreement in consideration of the Company’s employment, transfer or promotion of me.



     This Agreement shall survive my employer-employee relationship with the Company and shall
apply to any covered Claim whether arising or asserted during my employment or after the
termination of my employment with the Company. This Agreement can be modified or revoked only by a
writing signed by both me and the Company and that expressly refers to this Agreement and
specifically states an intent to modify or revoke it. This is the complete agreement of the
parties on the subject of arbitration of disputes, except for any arbitration provision contained
in a pension or benefit plan or an agreement covering change in control benefits and protections.


EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES CAREFULLY READING THIS AGREEMENT, UNDERSTANDING ITS
TERMS, AND ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND NOT IN RELIANCE ON ANY
PROMISES OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.



EACH PARTY FURTHER ACKNOWLEDGES HAVING THE OPPORTUNITY TO DISCUSS THE AGREEMENT WITH PERSONAL LEGAL
COUNSEL AND HAS USED THAT OPPORTUNITY TO THE EXTENT DESIRED.




	 	 	 	 	 
	 	 	 
	Dated: August __, 2008 	
 	 
	 	NAME: Matthew E. Avril 	 
	 	 	 
	 
	 	 	 
	Dated: August __, 2008 	
 	 
	 	NAME: Jeff Cava 	 
	 	TITLE: EVP — Human Resources

Starwood Hotels & Resorts Worldwide, Inc. 	 



 









 






	 	 	 	 	 



Attachment B




NON-COMPETE, NON-SOLICITATION, CONFIDENTIALITY AND

INTELLECTUAL PROPERTY AGREEMENT





          This Non-compete, Non-solicitation, Confidentiality and Intellectual Property Agreement
(“Agreement”) is entered into as of this ___ day of August 2008, (the “Effective Date”), by and
between Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) and Matthew E. Avril (the
“Employee”).



          WHEREAS, the Company devotes significant time, resources and effort to the training and
advancement of its management, and its management team constitutes a significant asset and
important competitive advantage; and



          WHEREAS, the Employee has and will have access to important and sensitive confidential
information; and



          WHEREAS, the Company has determined that it is in the best interests of the Company and its
shareholders to enter into an agreement with Employee whereby Employee will be prohibited from
competing with the Company and/or soliciting employees of the Company in accordance with the terms
and conditions of this Agreement; and



          WHEREAS, Employee may create inventions, trade secrets, know-how and documents or other works
of authorship and may appear or perform in various promotional materials within the scope of
Employee’s employment.



          WHEREAS, in consideration of the Company’s offer of employment, Employee agrees to enter into
this Agreement.



          THEREFORE, the Company and Employee agree as follows:



          1. Employee agrees that during the period of Employee’s employment with the Company and for a
period of 12 months following the date of any termination of employment from the Company (the
“Non-Compete Period”), Employee shall not, without the express written consent of the Board
of Directors of the Company, directly or indirectly, whether for his own account or for the account
of any other person or entity, engage, participate or make any financial investment in, become
employed by or render advisory services to or otherwise assist or be interested in any Competitive
Business in any geographic area in which, as of the date of termination of Employee’s employment,
the Company or any of its subsidiaries is engaged or planning to be engaged. As used herein,
“Competitive Business” shall mean any of the firms, businesses, corporations or enterprises listed
on Attachment 1. Notwithstanding the foregoing, Employee may invest in a Competitive
Business if its stock is listed for trading on a national stock exchange or traded in the
over-the-counter market and Executive’s holdings have an original cost less than $5,000,000 and
represent less than five percent of its outstanding stock. In addition, Employee may continue his
role and investments in business relationships that he has disclosed to the Company prior to the
date hereof, including the activities set forth on Schedule D to the Amended and Restated
Employment Agreement dated as of May 11, 2005 between the Company and Employee.



 









 





          2. Non-solicitation. During the Non-Compete Period, Employee shall not, without the
prior written consent of the Company, except in the course of carrying out Employee’s duties
hereunder, directly or indirectly solicit or attempt to solicit for employment with or on behalf of
any corporation, partnership, joint venture or other business entity, any person who is, or at any
time during the six-month period preceding the solicitation of such person was, a management-level
employee of the Company or its affiliates (including, without limitation, for this purpose any
director level employee of the Company or its affiliates and any General Manager of any hotel owned
(in whole or in part) or managed by the Company or its affiliates).



          3. Confidentiality. Employee acknowledges that during the course of his/her
employment with the Company, Employee will receive, and will have access to, “Confidential
Information,” as such term is defined below, of the Company and its affiliates and that such
information is a special, valuable and unique asset belonging to the Company. Accordingly,
Employee is willing to enter into the covenants contained in this Agreement in order to provide the
Company and its affiliates with what Employee considers to be reasonable protection for the
Company’s interests. All notes, memoranda, papers, documents, correspondence or writings (which
shall include information recorded or stored in writing, on magnetic tape or disc, or otherwise
recorded or stored for reproduction, whether by mechanical or electronic means and whether or not
such reproduction will result in a permanent record being made) (“Documents”) which from time to
time may be in Employee’s possession (whether prepared by Employee or not) relating, directly or
indirectly, to the business of the Company and its affiliates shall be and remain the property of
the Company and shall be delivered by Employee to the Company immediately upon request, and in any
event promptly upon termination of Employee’s employment, and Employee shall not make or keep any
copies or extracts of the Documents. At any time during or after Employee’s employment with the
Company ends, without the prior written consent of the Company, except (i) in the course of
carrying out Employee’s duties hereunder or (ii) to the extent required by a court or governmental
agency, or by applicable law or under compulsion of legal process, Employee shall not disclose to
any third person any information concerning the business of the Company or its affiliates,
including, without limitation, any trade secrets, customer lists and details of contracts with or
requirements of customers, the identity of any owner of a managed hotel, information relating to
any current, past or prospective management agreement or joint venture, information pertaining to
business methods, sales plans, design plans and strategies, management organization, computer
systems and software, operating policies or manuals, personnel records or information, information
relating to current, past or contemplated employee benefits or compensation data or strategies,
business, financial, development or marketing plans, or manpower strategies or plans, financial
records or other financial, commercial, business or technical information relating to the Company
(collectively, “Confidential Information”), unless such Confidential Information has been
previously disclosed to the public by the Company or is in the public domain (other than by reason
of Employee’s breach of this Section 3). Employee will, prior to making any such disclosure
pursuant to subsection (ii), promptly notify the Company of his/her receipt of such process or
requirement, consult with the Company on the advisability of taking steps to resist or narrow such
request, cooperate with the Company in any attempt that the Company may make to obtain a court
order or other reliable assurance that confidential treatment will be accorded to all or designated
portions of such information, and not disclose such Confidential Information unless the Company
shall have had reasonable opportunity to obtain a court order prohibiting or limiting such
disclosure.



               3.1 Employee agrees that, both during and after Employee’s employment with the Company, if
Employee is uncertain of whether or not information is



 









 







confidential, Employee will treat that information as Confidential Information until Employee has
received written verification from an authorized officer of the Company that the information is not
Confidential Information.



          4. Intellectual Property and Publicity Rights. Employee acknowledges and agrees that
all right, title and interest in and to patents, patent applications, inventions, improvements,
discoveries, developments, processes, business methods, technical information, know-how, trade
secrets, computer programs, writings, designs, copyrights, maskworks, trademarks, service marks,
trade names, trade dress and the like (collectively, “Intellectual Property”), including the right
to invoke the benefit of the right of priority provided by any treaty to which the United States is
a party, which Employee creates, conceives, develops or obtains, either solely or jointly with
others, during Employee’s employment with the Company (a) with the use of the Company’s time,
materials, facilities or other resources; or (b) resulting from or suggested by Employee’s work for
the Company; or (c) in any way relating to any subject matter relating to the existing or
contemplated business, products and services of the Company or the Company’s affiliates,
subsidiaries and licensees shall be owned by the Company. Upon request, Employee shall execute all
such assignments and other documents and take all such other action as the Company may reasonably
request in order to vest in the Company, or its nominee, all of Employee’s right, title, and
interest in and to such Intellectual Property. Employee further acknowledges and agrees that the
Company shall have the perpetual, worldwide right to use Employee’s name, performance, biography,
voice, image, signature and likeness in promotional or any other materials developed by or for the
Company during Employee’s employment with the Company. Employee hereby irrevocably and
unconditionally waives any and all rights that he/she has or may have in and to the Intellectual
Property, including, without limitation, any “moral rights” that he/she has or may have as “author”
of the Intellectual Property, and hereby expressly agrees not to make any claim or demand against
the Company or any party authorized by the Company to exploit the Intellectual Property.



          5. Equitable Relief.



               5.1 Employee acknowledges that the restrictions and obligations specified in Sections 1, 2, 3
and 4 hereof are reasonable in view of the nature of the business in which the Company is engaged
and Employee’s knowledge of, and responsibilities with respect to, the Company’s business, and that
any breach of Sections 1, 2, 3 or 4 hereof may cause the Company irreparable harm for which there
is no adequate remedy at law, and as a result of this, the Company will be entitled to the issuance
by a court of competent jurisdiction of an injunction, restraining order or other equitable relief
in favor of the Company, without the necessity of posting a bond, restraining Employee from
committing or continuing to commit any such violation. Any right to obtain an injunction,
restraining order or other equitable relief hereunder will not be deemed to be a waiver of any
right to assert any other remedy the Company may have at law or in equity, including, without
limitation, the right to cancel payments to which Employee is otherwise entitled under Employee’s
employment agreement.



               5.2 Any proceeding or action seeking equitable relief for violation of Sections 1, 2, 3 and 4
hereof may be commenced in the federal courts in the Southern District of the State of New York, or
in the absence of federal jurisdiction in state court in the State of New York. Employee hereby
irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to
take any and all future action necessary to submit to the jurisdiction of such courts. Employee
irrevocably waives any objection that Employee now has or hereafter may have to the laying of venue
of any suit, action or proceeding brought in any such court and further irrevocably waives any
claim that any such suit, action or proceeding brought in any such



 









 







court has been brought in an inconvenient forum. Final judgment against Employee in any such
suit will be conclusive and may be enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which will be conclusive evidence of the fact and the amount of any
liability therein described, or by appropriate proceedings under an applicable treaty or otherwise.



          6. Severability. In the event that any provision of this Agreement conflicts with the
law under which this Agreement is to be construed, and/or if any such provision is held invalid by
a court with jurisdiction over the parties to this Agreement and the subject matter of this
agreement, (a) such provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the parties to the fullest extent permitted under applicable law, and (b)
the remaining terms and provisions of this Agreement will remain in full force and effect.



          7. Governing Law. This Agreement shall be construed, governed and enforced according
to the laws of the State of New York, without regard to the principles of conflicts of laws.



          8. Amendments and Waivers. No failure to act by the Company will waive any right
contained in this Agreement. No provision of this Agreement may be amended or waived, except by a
written agreement signed by both Employee and an authorized executive officer of the Company. Any
waiver by the Company of strict performance of any provision of this Agreement shall not be a
waiver of or prejudice the Company’s right to require strict performance of that same provision or
any other provision of the Agreement in the future.



     Employee acknowledges that he/she has had a reasonable opportunity to review and consider the
terms described above and to consult with an attorney if he/she so chooses prior to signing this
Agreement. Fully understanding the above terms, Employee is entering into this letter agreement
knowingly and voluntarily.



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



	 	 	 	 	 
	 	 	 
	Dated: August __, 2008 	
 	 
	 	NAME: Matthew E. Avril 	 
	 	 	 
	 
	 	 	 
	Dated: August __, 2008 	
 	 
	 	NAME: Jeff Cava 	 
	 	TITLE: EVP — Human Resources

Starwood Hotels & Resorts Worldwide, Inc.