exv10w2






Exhibit 10.2




AMENDMENT TO EMPLOYMENT LETTER




Effective December 30, 2008




     Starwood Hotels & Resorts Worldwide, Inc. 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:
	 	Matthew E. Avril
	 

	 	Date of Offer Letter:
	 	August 22, 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 “Long Term Incentive” is modified to clarify that if the Compensation
Committee of the Board of Directors makes the annual option and restricted stock grants for 2009,
2010 and 2011 referenced in such section, the grants for each specified year will be made in that
year.



2. The section entitled “Long Term Incentive”, “Benefits” and “Relocation Expenses” are modified to
clarify that the $1,500,000 one time restricted stock award, legal expense reimbursement and
relocation expense reimbursement 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, 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”). 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 (the “Equity Acceleration”).
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
subject to and conditioned upon your



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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 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. The Company will provide the Equity Acceleration to you after you
have returned the executed Release to the Company and any Revocation Period
specified above has expired. 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 or the Equity Acceleration. The Company will
pay the COBRA Payment to you within 30 days following the date of your employment
termination. You will not be eligible for any Severance Payment, Equity
Acceleration or COBRA Payment if you resign from your employment with the Company.


4. 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 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



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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
and that you are solely responsible for all taxes due with respect to such
compensation and benefits.



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




	 	 	 	 	 
	 	 	 
	Dated:  December 30, 2008 	
 	 
	 	Matthew E. Avril 	 
	 	 	 
	 	Starwood Hotels & Resorts Worldwide, Inc.

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




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