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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

RESTRICTED STOCK AWARD AGREEMENT

FRITS VAN PAASSCHEN

(GRANT DATED SEPTEMBER 24, 2007, PURSUANT TO THE

2004 LONG-TERM INCENTIVE COMPENSATION PLAN)




     Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term
Incentive Compensation Plan (the “Plan”), Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation (the “Company”) and that certain Employment Agreement between Participant and
the Company, dated August 31, 2007 (with employment commencing September 24, 2007)
(“Employment Agreement”), has granted to the individual (the “Participant”) named
in the award notification (the “Award Notification”) as of the date set forth in the Award
Notification (the “Grant Date”), a Restricted Stock
Award (the “Award”) having a face value of
$3,750,000, upon and subject to the restrictions, terms and conditions set forth in the Plan and
below. References to employment by the Company in this Agreement shall include employment by a
subsidiary to the maximum extent permissible under Section 409A of the Code. Capitalized terms not
defined herein shall have the meanings specified in the Plan.


1. Award Subject to Acceptance of Agreement. The Award shall be void unless the Participant
accepts this Agreement by executing the Award Notification in the space provided.



2. Rights as a Stockholder.




     (a) Voting. During the Restriction Period (as defined in Section 4), the Participant
shall have the right to vote the Restricted Stock.



     (b) Dividends and Other Distributions. If any dividends are paid or other
distributions are made on the Company’s Shares, such dividends and other distributions shall be
paid in the same proportion on the Restricted Stock to the Company for the account of the
Participant and paid to the Participant as and when such dividends are paid to holders of the
Company’s Shares.


3. Custody of Certificates Representing Restricted Stock. The Company shall hold the
certificate or certificates representing the Restricted Stock until the Award vests in accordance
with Section 4.



4. Restriction Period and Vesting.




     (a) In General. The Award shall vest – (i) as set forth in the Award Notification, or
(ii) earlier pursuant to subsection (b), (c) or (e) below. The period of time from the Grant Date
until the Award vests is referred to as the “Restriction Period.” If portions of the Award
vest at different times, the Restriction Period shall be determined separately for each such
portion.



 









 





     (b) Disability or Death. If the Participant’s employment by the Company terminates by
reason of Disability or death, the Restricted Stock shall become fully vested on the date of the
Participant’s termination of employment.



     (c) Retirement. In the case of a Participant who is or becomes eligible for Retirement
during the Restriction Period that would otherwise apply, 100% of the Award will immediately vest
when the Participant completes the “Qualifying Service Period,” which is a period of
continuous employment extending from the Grant Date until the later of – (i) 18 months after the
Grant Date, or (ii) the first day the Participant is currently eligible for Retirement. If during
the Restriction Period that would otherwise apply (i.e., without regard to this Section 4(c)) the
Participant’s employment by the Company terminates by reason of Retirement, the Award will continue
to vest unless Participant violates the terms of the non-compete and non-solicitation provisions
contained in the Participant’s Employment Agreement, in which case the Participant shall forfeit
automatically any unvested Restricted Stock. If the Participant dies prior to the vesting of the
entire Award following termination of employment by reason of Retirement, the Award shall become
fully vested on the date of death.



     (d) Other Termination. If the Participant’s employment by the Company terminates for
any reason other than Disability, Retirement after completing the Qualifying Service Period or
death, the Participant shall forfeit automatically the portion of the Award that is not vested as
of the effective date of the Participant’s termination of employment and such portion shall be
cancelled by the Company.



     (e) Change in Control. In the event of a Change in Control, the Award shall become
immediately fully vested.


5. Additional Terms and Conditions.




     (a) Nontransferability of Award. Restricted Stock shall not be transferable except by
will or the laws of descent and distribution.



     (b) Required Tax Payments and Withholding Shares. As a condition precedent to the
delivery of any Shares at the expiration of the Restriction Period, all applicable federal, state,
local or other taxes, domestic or foreign, (the “Required Tax
Payments”) will be satisfied by the
Company withholding Shares otherwise to be delivered to the Participant, having a Fair Market Value
on the date the tax is to be determined, sufficient to make the Required Tax Payments; provided,
Participant may instead pay to the Company all Required Tax Payments.



     (c) Compliance with Applicable Laws. If the listing, registration or qualification of
the Restricted Stock upon any securities exchange or under any law, or the consent or approval of
any governmental body, or the taking of any other action is necessary in connection with the
vesting or delivery of Shares hereunder, the Restricted Stock shall



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not vest or be delivered, in
whole or in part, unless such listing, registration, qualification, consent or approval shall have
been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees
to use reasonable efforts to effect or obtain any such listing, registration, qualification,
consent or approval. As a further condition precedent to the delivery of any Shares upon the
expiration of the Restriction Period, the Participant shall comply with all regulations and
requirements of any applicable regulatory authority and shall execute any documents that the
Company shall in its sole discretion deem necessary or advisable.



     (d) Delivery of Certificates. Upon the expiration of the Restriction Period and
payment of the Required Tax Payments, the Company shall cause its designated broker to credit an
account for Participant with the appropriate number of Shares. The Company shall pay all original
issue or transfer taxes and all fees and expenses incident to such delivery.



     (e) Agreement Subject to the Plan. This Agreement is subject to the provisions of the
Plan and shall be interpreted in accordance with the Plan. The Participant acknowledges receipt of
a copy of the Plan.


6. Miscellaneous Provisions.




     (a) Meaning of Certain Terms. As used herein, the term “vest” shall mean no
longer subject to forfeiture. References in this Agreement to sections of the Code shall be deemed
to refer to any successor section of the Code or any successor internal revenue law.



     (b) Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who shall, upon the death of the
Participant, acquire any rights hereunder in accordance with this Agreement or the Plan.



     (c) Notices. All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to the Company or its designated representative at
corporate headquarters in White Plains, New York, Attention: Human Resources, and if to the
Participant, to the address set forth for the Participant on the records of the Company or to the
Participant’s e-mail or other electronic address with the Company. All notices, requests or other
communications provided for in this Agreement shall be made in writing by (a) personal delivery,
(b) facsimile with confirmation of receipt, (c) e-mail or other electronic transmission to the
Participant, (d) mailing in the United States mails, or (e) by express courier service. The notice,
request or other communication shall be deemed to be received upon personal delivery, confirmation
of receipt of facsimile transmission, one day after sending an e-mail or other electronic
transmission to the Participant, or receipt by the party entitled thereto if by United States mail
or express courier service; provided, however, that if a notice, request or other



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communication is
not received during regular business hours, it shall be deemed to be received on the next
succeeding business day of the Company.



     (d) Reform by Court or Severability. In the event that any provision of this Agreement
is deemed by a court to be broader than permitted by applicable law, then such provision shall be
reformed (or otherwise revised or narrowed) so that it is enforceable to the fullest extent
permitted by applicable law. If any provision of this Agreement shall be declared by a court to be
invalid or unenforceable to any extent, the validity or enforceability of the remaining provisions
of this Agreement shall not be affected.



     (e) Section 409A. This Grant Agreement shall be interpreted and applied so that the
Participant’s Restricted Stock Award will not be subject to Code Section 409A. If notwithstanding
the preceding sentence, the Participant’s Restricted Stock or rights to payment of dividends and
other distributions becomes subject to Code Section 409A, then the specified time of payment of the
Restricted Stock, dividends and any other distributions for purposes of Code Section 409A shall be
the calendar year in which the short-term deferral period expires with respect to whichever of
these is at issue (but payment may be made by such later time as may be permitted by Code Section
409A under the circumstances). In addition, in this case, to the extent necessary to comply with
Code Section 409A, the definition of change in control that applies under Code Section 409A shall
apply under this Agreement to the extent that it is more restrictive than the definition of Change
in Control that would otherwise apply. Also in this case, this Grant Agreement shall be interpreted
and applied as if it contained any other provision that it is required to contain to achieve
compliance with Code Section 409A in the least restrictive manner possible.



     (f) Governing Law. Subject to the next sentence, this Agreement, the Award and all
determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise
governed by the laws of the United States, shall be construed in accordance with and governed
by the laws of the State of Maryland (or such other state as may apply under the Plan) without
giving effect to conflicts of laws principles. However, the enforceability of the provisions of
Section 4(c) shall be determined and governed by the laws of the State of New York without giving
effect to conflicts of laws principles.



     (g) Personal Data. By accepting the Award, Participant has voluntarily consented to
the collection, use, processing and transfer of personal data about Participant, including
Participant’s name, home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, details of the Award for the
purpose of managing and administering the Plan (“Data”). Company and/or its Subsidiaries
will transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of Participant’s participation in the Plan, and Company and/or any of
its Subsidiaries may each further transfer Data to any third parties assisting Company in the
implementation,



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administration and management of the Plan, including the transfer of data within
and outside of the participant’s country of residence.



	 	 	 	 	 
	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 	 
	 	By:  	Kenneth S. Siegel, Chief Administrator Officer and General Counsel
 	 
	 	 	 	 
	 	 	 	 
	 




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