exv10w4






Exhibit 10.4




February 1, 2008




Phil McAveety

Calle Cotoner 49, 2a

07013 Palma de Mallorca

Spain




Dear Phil,



We are delighted to confirm to you our offer of employment with Starwood Hotels & Resorts
Worldwide, Inc. as Executive Vice President & Chief Marketing Officer. We recognize that a
successful organization is the reflection of a talented workforce and we look forward to your
contributions.



Please review the attached documents specifically stating the terms of our offer of employment to
you. If those terms are acceptable, kindly signify your acceptance by signing and returning all of
the attached documents to me. If you have any questions concerning the terms of this offer, please
contact me.



Again, we look forward to you joining our team.




Ken Siegel

Chief Administrative Officer & General Counsel

Starwood Hotels & Resorts Worldwide, Inc.




 









 








February 1, 2008




Phil McAveety

Calle Cotoner 49, 2a

07013 Palma de Mallorca

Spain




Dear Phil,



We are pleased to offer your employment with Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”
or the “Company”) under the terms and conditions stated below:




Start Date:



Subject to the terms of this letter and the issuance of an employment authorized VISA, your
employment with Starwood will begin on or about March 31, 2008 (the “Effective Date”). On or
within thirty (30) days after the Effective Date, you shall relocate yourself to housing in the New
York/Connecticut area. The Company will sponsor and pay all costs associated with obtaining an
employment authorized VISA on your behalf. The Company will apply for the most appropriate VISA
based upon VISA availability, current U.S. Immigration law requirements and your academic and
professional background. Subject to satisfactory job performance and the Company’s policy
regarding Permanent Residence Sponsorship, the Company will support a Petition for U.S. Permanent
Residence on your behalf at a future, to be determined date. You agree to provide services to the
Company from Europe, upon the reasonable request of the Company, during the period of time that the
Company’s VISA application on your behalf is pending.




Responsibilities:



Initially, your position will be Executive Vice President & Chief Marketing Offer at the Corporate
office and you shall perform such duties and services as are assigned to you by the Company as
requested. In your role, you shall be responsible for the Company’s global marketing programs and
positioning. 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 Starwood’s interests. You will
initially be reporting to Frits Van Paasschen, Chief Executive Officer, though the Company may make
changes in your title and job responsibilities at any time.



In performing your duties, you will be expected to comply at all times with all Starwood 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 $500,000 annually, paid in semi-monthly intervals of $20,833.33, 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 75% 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, provided that the
component of your bonus payment related to the financial performance of the Company for the 2008
performance period shall be calculated at no less than target. 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. The current deferral portion of the bonus is 25% and
is payable in Starwood stock having a value on the date of deferral equal to 133% of the amount
deferred.



Payment of your 2008 bonus will be delivered according to the regular annual incentive plan payout
schedule and your bonus will assume you were employed with Starwood for the full year. 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”)
beginning in 2009. This plan provides for the award of options/restricted shares at the Company’s
discretion to high performing executives. The actual number of shares granted, if any, will be
based upon your performance and the metrics used for other senior executives of the Company.




Sign-on Stock Equity:



In connection with your employment with the Company you will receive an equity grant under the LTIP
having an aggregate value of $1,800,000, determined as follows:




Sign on Options:



Effective the first day of the month following the Effective Date, you will be granted stock
options having an aggregate value (computed pursuant to the current methods used by the Company) of
$450,000 pursuant to the terms of the LTIP. The options will have an exercise price equal to the
average of the high and low sales prices of Starwood common stock as reported in the New York Stock
Exchange Composite Transactions on the date of grant. The stock options will vest in four equal
annual installments beginning with the first anniversary of the grant date and otherwise and will
otherwise be governed by the provisions of the LTIP.



Further details will be provided in the award notification to be delivered to you following your
employment.




 









 








Sign-on Restricted Stock:



Effective the first day of the month following the Effective Date, you will be granted that number
of shares of restricted stock having a value equal to $1,350,000, based on the Fair Market Value
(as defined in the LTIP) on the date of the grant. The restricted shares will vest 100% on the
third anniversary of the grant date and will otherwise be governed by the provisions of the LTIP
and the award agreement governing the restricted shares. Further details will be provided in the
award notification and agreement to be delivered to you following your employment.




Sign-on Bonus:



You will be paid a one-time sign-on bonus of $494,000 (gross), to be disbursed to you within the
first month of your employment. Your right to retain the sign-on bonus is conditional upon
remaining employed by Starwood for at least one year. In the event that you voluntarily resign
from Starwood or are terminated for cause within this one year period, you would be obligated to
repay the entire amount (net of taxes) of the sign-on bonus.




Other Benefits:



(a) You will also be entitled to salary reimbursement at your base salary pending the issuance of
your United States employment authorized VISA. The reimbursement shall cover the period of time
from the last day of employment by your current employer until your employment authorized VISA is
granted and shall be disbursed to you within the first month of your employment. Your right to
retain the salary reimbursement is conditional upon remaining employed by Starwood for at least one
year. In the event that you voluntarily resign from Starwood or are terminated for cause within
this one year period, you would be obligated to repay the entire amount (net of taxes) of the
salary reimbursement.



(b) The Company shall reimburse you for the costs associated with preparing your 2008 tax returns.




Benefits:



Starwood offers “StarShare”, a comprehensive array of employee benefit programs, that are aimed at
a variety of personal concerns. New employees are eligible for the StarShare health and welfare
benefit programs and the 401(k) plan on the first day of the month following 90 days of continuous
employment. You and your eligible dependents will be covered by these benefits as per your coverage
elections. In order to provide health care coverage during this period, you will be covered under
Starwood’s Foreign Service Plan from the Effective Date until you are eligible for benefits under
Starwood’s standard plans.



Information on these plans and other benefit programs such as the HOT Rates (the employee discount
room rates program), short-term disability, long-term disability, employee life insurance, and
vacation programs will be provided to you after you begin your employment with us. As we
discussed, you will be eligible for 20 days of vacation on an annual basis.



In the event that changes are made to any of the benefit plans, the changes will apply to you as
they do other similarly situated employees of the Company.




Relocation:



Starwood will pay the reasonable, out-of-pocket costs of relocating your family and household
furnishings from Palma, Spain to the New York metropolitan area in accordance with the provisions
of Starwood’s Relocation Program, provided that you shall only be eligible for reimbursement of
rental agency fees and other agency commissions related to your first rental property in the New
York/Connecticut area and you shall not eligible for reimbursement for costs


 









 






associated with the purchase of a residence in the United Stated. 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.



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 after your
first day of employment, 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 Starwood, 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 Starwood 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
Starwood 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 Starwood Hotels & Resorts Worldwide, Inc. 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, including prior to the issuance of an employment authorized VISA, 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 (i) periodically reimburse you for your COBRA
expenses minus your last level of normal contribution for up to twelve months commencing on the
termination date and (ii) also pay the reasonable costs of personal and goods re-location back to
Europe should you relocate to Europe within one year of the termination of


 









 






your employment. In the event that your employment is terminated by Starwood for any reason other
than cause prior to the issuance of an employment authorized VISA, Starwood will also pay to you
the (i) salary reimbursement up to the date of termination and (ii) sign-on bonus of $494,000
(gross). The Severance Payment 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 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 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 Starwood 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.



This offer is contingent on satisfactory results of the Company’s pre-employment investigation,
testing and verification and is subject to you having the legal right to work in the United States.
Please be prepared to show appropriate identification and proof of eligibility to work on the
first day that you report to work. Please contact the undersigned if you have any questions
regarding these requirements.



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 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 Senior Vice President, Human Resources or
Starwood’s 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.



You should not resign from your current employment until you have received notification from the
Company of the completion of all pre-employment investigation, testing and verification.



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,




Kenneth S. Siegel

Chief Administrative Officer & General Counsel




	 	 	 	 	 
	ACCEPTED AND AGREED TO:

	 	 	 	 
	 
	 	 	 	 
	
 

Phil McAveety

	 	 	 	January      , 2008

Date






 









 





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.
(“Starwood”) 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 Starwood, of any and every kind or
nature whatsoever with or against Starwood, any of Starwood’s affiliated or subsidiary companies,
partners, joint venturers, owners of properties Starwood manages, and/or any of his, her, its or
their directors, officers, employees or agents , or any disputes and claims that Starwood 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. Starwood and I agree that the arbitrator will have the authority
to grant motions dispositive of all or part of any Claim. Starwood 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 Starwood also refers to all of Starwood’s affiliated
entities, benefit plans, the benefit plans’ sponsors, fiduciaries and administrators, and all
successors and assigns of any of them.



     Starwood 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
Starwood 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 Starwood, 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.



     Starwood 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 Starwood to me, any withdrawal or rescission of that offer, any aspect of
my employment with Starwood 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.



     Starwood 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.
Starwood 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.



     Starwood 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. Starwood 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, Starwood 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 Starwood 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 Starwood 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 Starwood’s employment, transfer or promotion of me.



     This Agreement shall survive my employer-employee relationship with Starwood 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 Starwood’s Chief Administrative Officer & General Counsel 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:                 
           	 
 	 
	 	Phil McAveety 	 
	 	 	 
	 	

Starwood Hotels & Resorts Worldwide, Inc.

 	 
	Dated:                 
           	By:  	 
 	 
	 	 	Kenneth S. Siegel 	 
	 	 	Chief Administrative Officer & General Counsel 	 
	 




 









 





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,                     , (the “Effective Date”), by and
between Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) and Phil McAveety (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 24 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 business engaged in the hotel, hospitality or timeshare
businesses, as well as any corporation, partnership or other entity that derives 33% or more of its
total earnings before interest, taxes, depreciation and amortization (determined, as of the
Effective Date, in accordance with generally accepted accounting principals consistently applied)
from the hotel, hospitality or timeshare businesses. 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.



 









 





          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 (including, without limitation, for this purpose any director level
employee of the Company and any General Manager of any hotel owned (in whole or in part) or managed
by the Company).



          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 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 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 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, 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:                 
           	 
 	 
	 	Phil McAveety 	 
	 	 	 
	 	Starwood Hotels & Resorts Worldwide, Inc.

 	 
	Dated:                 
           	By:  	 
 	 
	 	 	Kenneth S. Siegel 	 
	 	 	Chief Administrative Officer & General Counsel