exv10w5






Exhibit 10.5




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:

	 	Phil McAveety
	     Date of Offer Letter:

	 	February 1, 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 “State Date”, “Sign-on Equity”, “Sign on Bonus”, “Other Benefits” and
“Relocation” are modified to clarify that the VISA expense reimbursements, stock options,
restricted stock, sign on bonus, salary reimbursement and relocation benefits specified in these
sections were paid in 2008.



3. The section entitled “Other Benefits” is modified to clarify that the tax return preparation
reimbursement will be paid in 2009.



4. 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, 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



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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 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.




In addition, in the event that Starwood terminates your employment for any reason
other than cause, Starwood will pay the reasonable costs of personal and good
re-location back to Europe should you relocate to Europe within one year of the
termination of your employment; to the extent that any such payment does not
qualify for exclusion from Federal income taxation, the Company will make the
payment only if you incur the corresponding expense within two years after the date
of your employment termination and submit the request for payment no later than two
months prior to the last day of the calendar year following the calendar year in
which the expense was incurred so that the Company can, and will, make the payment
on or before the last day of the calendar year following the calendar year in which
the expense was incurred; the amount of expenses eligible for such payment during a
calendar year will not affect the amount of expenses eligible for such payment in
another calendar year, and the right to such payment is not subject to liquidation
or exchange for another benefit from the Company.




You will not be eligible for any Severance Payment, COBRA Payment or relocation
expense payments if you resign from your employment with the Company.


5. A new section entitled “Section 409A” is added 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 



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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.



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




	 	 	 	 	 
	 	 	 
	Dated:  December 30, 2008 	 	 
	 	Phil McAveety 	 
	 	 	 	 
	 	Starwood Hotels & Resorts Worldwide, Inc.

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




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