exv10w43






Exhibit 10.43




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 (“Section 409A”),
effective on the date specified above.



	 	 	 	 	 
	 

	 	Executive:
	 	Kenneth S. Siegel
	 

	 	Date of Offer Letter:
	 	September 25, 2000






     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)” and “COBRA Payments” are modified to clarify
that the $150,000 guaranteed bonus for 2000 and COBRA reimbursements specified in these sections
were all fully paid not later than December 31, 2004 (prior to the effective date of Section 409A).





	2.	 	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 12 months of your then current base salary, in a
lump sum less all applicable withholdings (the “Termination 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, 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
Termination Payment 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




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	 	 	will then pay the Termination Payment 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 Termination Payment. The Company will pay the COBRA Payment to you
within 30 days following the date of your employment termination, except as
provided in the section entitled “Section 409A” below. You will not be eligible for
any Termination Payment or COBRA Payment if you resign from your employment with
the Company.
	 
	3.	 	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 established by the Company, under the default rules for identifying
specified employees under Section 409A), with respect to any payment that is
subject to Section 409A, such payment shall not be paid earlier than six months
after such termination of employment (if you die after the date of your termination
of employment but before any payment has been made, such remaining payments that
were or could have been delayed will be paid to your estate without regard to such
six-month delay). You acknowledge and agree that the Company has made no
representation to you as to the tax treatment of the compensation and benefits
provided pursuant to this Agreement.




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




	 	 	 	 	 	 	 
	Dated: December 30, 2008
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Kenneth S. Siegel	 	 
	 
	 	 	 	 	 	 
	 	 	Starwood Hotels & Resorts Worldwide, Inc.	 	 
	 
	 	 	 	 	 	 
	Dated: December 30, 2008

	 	BY:	 	 	 	 
	 

	 	NAME:
	 	 

	 	 
	 

	 	TITLE:	 	 	 	 







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