EX-10.1






RETIREMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF CLAIMS




Matthew E. Avril (“Employee”), Starwood International Licensing Company, S.A.R.L., (“LUXCO”)
and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” and together with LUXCO, the “Company”),
jointly and severally, agree as follows:



ONE: Retirement.




	 	(a)	 	Employee will officially retire from active employment with the Company effective
December 31, 2012. Effective October 1, 2012, he will relinquish his title and
responsibilities as “President – Global Hotel Operations,” but will remain an executive
officer of the Company. From October 1, 2012 through December 31, 2012 he shall perform
such duties as may be assigned to him from time to time by the President and Chief
Executive Officer of the Company. From and after July 1, 2012, Employee shall perform his
duties from the Company’s offices in Orlando, Florida or such other locations as he deems
desirable and shall no longer have an obligation to work at the Company’s offices in
Stamford, Connecticut. In addition, from and after July 1, 2012, the Company’s policies
limiting the number of outside boards upon which an executive may serve will no longer
apply to Employee.






	 	(b)	 	Effective January 1, 2013 and through March 1, 2013 (the “Retirement Date”), Employee
shall serve as a consultant to the Company. After the Retirement Date, Employee will
perform no further duties, functions or services for the Company or any of its affiliates,
nor will he be entitled to any further compensation and/or benefits except as set forth in
the Agreement.






	 	(c)	 	If, prior to December 31, 2012, Employee is terminated for cause or voluntarily resigns
his employment, the date that Employee’s employment is terminated for cause or he
voluntarily resigns shall be deemed the Retirement Date. For purposes of this Agreement,
“cause,” shall have the meaning set forth in the Employment letter between Starwood and
Employee dated August 22, 2008 as amended by the letter dated December 15, 2011 from LUXCO
to Employee (collectively, the “Employment Agreement”). Employee’s termination of
employment for any other reason shall not affect his rights or obligations under this
Agreement.





TWO: Benefits.




	 	(a)	 	Until the Retirement Date, Employee shall be entitled to all the benefits provided
under or in accordance with the Employment Agreement except as follows: (i) From January
1, 2013 until the Retirement Date, Employee’s right to receive a base salary and bonus
shall terminate and employee shall instead receive a monthly consulting fee of $10,000,
plus reimbursement of reasonable expenses; and (ii) with respect to calendar year 2012,
Employee shall not be entitled to an Annual Bonus in accordance with the Company’s Annual
Incentive Plan for Certain Executives but shall instead be entitled to such bonus, if any,
as may be determined by the Board of Directors of the Company in its sole discretion.






	 	(b)	 	Until the Retirement Date, Employee shall continue to vest in stock options and
restricted stock granted to him pursuant to the Company’s Long Term Incentive Plan. From
and after the Retirement Date, all further vesting shall cease and Employee shall forfeit
all unvested options and restricted stock. The terms of all stock options vested as of the
Retirement Date shall be deemed to be amended to allow Employee to continue to exercise
options until the earlier of (i) the fifth anniversary of the Retirement Date and (ii) the
date such options would expire in accordance with their terms. Until the Retirement Date,
Employee shall continue to vest in HOT Feature Units allocated to the Employee under the
Company’s Annual Incentive Plan for Certain Executives (“AIPCE”). On the Retirement Date,
the Company will pay to the Employee a cash payment (the “HOT Payment”) equal to the amount
of the original HOT Feature Deduction applicable to any unvested Units allocated to the
Employee under the AIPCE. Pay out of vested HOT Feature Units and the HOT Payment shall
occur on the Retirement Date, except to the extent that a six month delay, as mandated by
Section 409A of the Internal Revenue Code (“409A”), is or would be applicable if both were
paid under the AIPCE. For a period of 18 months after the Retirement Date, the Company
will continue to make COBRA premium payments on Employee’s behalf, minus Employee’s normal
contributions, should Employee elect to continue coverage under the Company’s applicable
insurance plans (and all resulting payments to the Employee shall be paid in accordance
with the plans, but in all cases not later than permissible to comply with 409A. Other
than as set forth in this paragraph (b), Employee’s rights to participate in any other
plans, policies or programs of the Company shall expire on the Retirement Date.






	 	(c)	 	Employee acknowledges and agrees that the Non-Compete Period defined in the
Non-Competition, Non-Solicitation, Confidentiality and Intellectual Property Agreement
dated August 22, 2008 between Employee and the Company (the “Non-Competition Agreement”)
shall commence upon the Retirement Date. The Employee further agrees that his rights to
exercise vested options in accordance with paragraph (b) of this section shall immediately
terminate if he should violate the provisions of the Non-Competition Agreement and that,
for purposes of this Agreement, the provisions of the Non-Competition Agreement shall be
deemed to remain in effect until February 28, 2014 or, if later, the date that all of the
Employee’s vested options are exercised or expire in accordance with paragraph (b) above.
The Employee further agrees that for purposes of this Agreement the list of entities
included on Schedule A of the Non-Competition Agreement shall be deemed to include Marriott
Vacations Worldwide Corp.






	 	(d)	 	Employer acknowledges and agrees that, notwithstanding anything to the contrary in this
Agreement, the Indemnification Agreement dated November 23, 2009, as amended by letter
agreement dated December 15, 2001 (collectively, the “Indemnification Agreement”) shall
remain in full force in effect in accordance with its terms.






THREE:  Mutual General Release.



In exchange for the agreement to provide the compensation and other benefits and arrangements
provided for in this Agreement, Employee understands that he is waiving any and all claims Employee
may have against the Company and its affiliates and subsidiaries and its and their officers,
directors, employees, agents, shareholders, employee benefit programs, administrators, insurers,
attorneys and successors and assigns (collectively “Releasees”), from any and all claims, actions,
suits, damages, complaints and grievances Employee, his attorneys, heirs, dependents,
beneficiaries, executors, administrators, successors, and assigns, may have up to the date hereof
related to Employee’s employment with the Company or the cessation of that employment. This
includes a release of any rights or claims Employee may have under the Age Discrimination in
Employment Act, which prohibits discrimination in employment based on age; Title VII of the Civil
Rights Act of 1964, as amended, and the Civil Rights Act of 1991, which prohibit discrimination in
employment based on race, color, national origin, ancestry, religion or sex; the Pregnancy
Discrimination Act, which prohibits discrimination based on pregnancy; the Equal Pay Act, which
prohibits paying men and women unequal pay for equal work; the Civil Rights Acts of 1866 and 1871,
as amended, which protect against certain discrimination and violations of individuals’ civil
rights; the Americans with Disabilities Act, which prohibits discrimination on the basis of
physical or mental disability; the Employee Retirement Income Security Act (ERISA), which regulates
certain conduct and practices relating to employee benefit and health plans; the Family and Medical
Leave Act, which provides time off to employees for certain family and medical events and prohibits
discrimination relating to such leaves of absence; the Immigration Reform and Control Act, which
prohibits discrimination based upon an individual’s national origin citizenship status and/or work
authorization documents; the New York State Executive Law, the New York City Administrative Code,
and the New York State Constitution; or any other federal, state or local laws or regulations
prohibiting employment discrimination or regulating employment or termination of employment. This
also includes a release by Employee of any claims for wrongful discharge and any other common law
claims. This release applies to all claims through the date of execution of this Agreement and
covers both claims that Employee knows about and those he may not know about but excludes (i) any
claim by Employee to enforce the terms of this Agreement; and (ii) any claim to enforce Employee’s
defense and/or indemnification rights; and (iii) any claims related to actions or omissions
occurring after the execution of this Agreement.



In consideration of Employee’s agreements hereunder, the Company, on its own behalf and on behalf
of its current and former affiliates or related companies, subsidiaries, branches and divisions,
and the successors and assigns of all of the foregoing (collectively, the “Company Releasor”)
hereby releases Employee and Employee’s heirs, executors, administrators, successors and assigns
from or in connection with any and all actions, claims or demands, known or unknown and of any
nature whatsoever and which Company Releasor ever had, now has or hereafter can, shall or may have
as of the date hereof relating to Employee’s employment with the Company, except that this Release
shall not apply to (i) any obligation of Employee pursuant to this Agreement ; (ii) any act by
Employee during his employment that would constitute fraud or embezzlement; or (iii) any actions,
claims or demands related to actions or omissions occurring after the date hereof.



FOUR: Acknowledgment of Full Payment.



Employee acknowledges that the payments and arrangements specified in Paragraph TWO above represent
sufficient consideration for Employee’s release of claims and the other covenants contained in this
Agreement. Employee expressly acknowledges that the compensation and equity vesting provided for
in this Agreement exceeds, supersedes and extinguishes any amount, if any, to which Employee may be
entitled under any employment agreement, verbal or written, as well as any employment or personnel
policies, procedures or handbooks including but not limited to severance plans, policies or
precedent utilized by the Company or any other legal obligation which the Company may have to
Employee. Employee further acknowledges that in the absence of this Agreement, Employee would not
be entitled to, among other things, all of the payments and benefits specified in paragraph TWO
above. Other than Employee’s accrued but unused vacation pay for which Employee will be
compensated and Employee’s 401k plan benefits, Employee also acknowledges that the Company has paid
all sums owed to him as a result of his employment with the Company and/or the termination of that
employment and that, other than as provided in this Agreement, Employee is not entitled to, among
other things, any further pay, benefits or severance.



Employee and the Company acknowledge and agree that to the extent that Employee currently holds
stock options and restricted stock, that this information is accurately set forth on Appendix A
hereto, Employee has no other rights that relate to the securities of the Company or any of its
affiliates or subsidiaries and that other than as set forth herein such equity will expire in
accordance with the applicable long-term incentive plan and/or stock option agreements and/or
restricted stock agreements. Other than the changes in the Employee’s employment and consulting
status as set forth in Paragraph One and other than as detailed expressly in Paragraph Two, nothing
in this Agreement shall be construed to alter, amend or modify the terms and conditions governing
any restricted stock, stock options or similar rights, and any rights pertaining thereto, granted
to Employee prior to the Retirement Date.



FIVE: Termination of All Existing Agreements.



Except as otherwise expressly provided herein, all rights and obligations of the Company and
Employee under any employment agreement Employee may have had with the Company, and any other
agreement, arrangement, obligation or understanding between the Company and Employee (other than
the Indemnification Agreement and any other rights to indemnification provided to Employee under
any agreement or other obligation of the Company) are hereby cancelled and terminated as of the
Retirement Date without liability of any party thereunder.



SIX: Non-Admission of Liability.



The parties have entered into this Agreement to effect a mutually acceptable cessation of
Employee’s employment with the Company. Neither the Company nor Employee believes nor admits that
either or both of them have done anything wrong.



SEVEN: Period for Review and Consideration of Agreement.



Employee understands that he has been given a period of 21 calendar days to review and consider
this Agreement. Employee further understands that he may take as much or as little of this 21-day
period of time to consider this Agreement as he wishes, before signing this Agreement.



EIGHT: Revocation Period and Payment of Benefits.



This Agreement will not become effective or binding on the parties until seven days after it is
signed, during which time Employee may revoke this Agreement if he desires. Any revocation must be
in writing and directed to Chief Administrative Officer and General Counsel, One StarPoint,
Stamford, CT 06902.



NINE: Encouragement to Consult with Attorney.



Employee is encouraged to consult with an attorney before signing this Agreement. Employee
understands that whether to do so is his decision.



TEN: Binding Agreement.



This Agreement shall be binding upon and inure to the benefit of the parties, as well as their
heirs, administrators, representatives, agents, executors, successors and assigns.



ELEVEN: Arbitration.



Any controversy, dispute or claim arising out of or related to this Agreement or its enforceability
shall be finally settled by final and binding arbitration conducted by a single arbitrator selected
by the parties in accordance with the Employment Rules of the American Arbitration Association.



TWELVE: Confidential Information.



As a senior executive officer of the Company, Employee acknowledges that he has had access to
Confidential Information (as hereinafter defined) of the Company through the Retirement Date. In
recognition of Employee’s legal obligations and the consideration set forth in this Agreement,
Employee agrees not to disclose, communicate or divulge to, or use for the direct or indirect
benefit of, any person (including Employee), firm, association or other entity (other than the
Company or its affiliates) any Confidential Information.



“Confidential Information” includes, but is not limited to, customer lists, customer financial
information, vendor lists, joint venture lists, actual, contemplated and potential development
projects, opportunities and partners, development strategies, brand marketing and other brand
strategies, information relating to any current, past or prospective management agreement or joint
venture, design plans and strategies, personnel information, labor and personnel strategies,
databases, computer programs and software, frameworks, designs, models, blueprints, marketing
programs and plans, sales, financial, design, training and technical information and plans, sales
data and contacts, business methods, business policies, procedures, techniques, research or
development projects or results, trade secrets (which includes the Company’s customer and
prospective customer lists), pricing policies, financial records, or other financial, commercial,
business or technical information relating to the Company or any of its subsidiaries. To the
extent any information described in this paragraph is made public by or with the permission of the
Company or any affiliated person or entity, it shall not be considered to be Confidential
Information.



Employee hereby represents and agrees that on or before the Retirement Date: (i) Employee has
returned or will return to the Company, and has not retained or will not retain originals or any
copies of all documents, records or materials of any kind, whether written or electronically
created or stored, which contain, relate to or refer to any Confidential Information (“Confidential
Materials”); and (ii) Employee has not disclosed and will not disclose any Confidential Information
or Confidential Materials to any person or entity without the express written authorization of an
authorized officer of the Company.



In the event that Employee receives a subpoena or any other written or oral request for disclosure
or release of any Confidential Information, Confidential Materials or any other information
concerning the Company or its subsidiaries, or its or their current or former employees, officers,
directors, shareholders or agents, Employee shall, within two (2) business days of the service or
receipt of such subpoena or other request, notify the Company in writing directed to Chief
Administrative Officer and General Counsel, Starwood Hotels & Resorts Worldwide, Inc., One
StarPoint, Stamford, CT 06902, and provide the Company with a copy of any subpoena or other written
request, or disclose the nature of the request for information, if oral.



THIRTEEN: Non-Disparagement.



Employee agrees not to engage in any act or say, publish or disseminate anything (either directly
or by or through another person) that is intended, or may reasonably be expected, to harm the
reputation, business or operations of the Company, its customers, its employees, officers,
directors or shareholders prior to or after the Retirement Date, except as required by court order.
The Company agrees that it will not make any statements that are intended, or would reasonably be
expected, to disparage or defame Employee.



FOURTEEN: Future Cooperation.



After the Retirement Date, Employee will comply with reasonable requests from the Company for
assistance and/or information in connection with any matters and/or issues relating to or
encompassed within the duties and responsibilities of Employee’s employment, including without
limitation, consulting with any of the employees and/or attorneys of the Company with respect to,
and/or appearing as a witness in, any dispute, controversy, action or proceeding of any kind.
Employee agrees to appear as a witness in any proceeding of any kind and to make himself available
in advance for reasonable preparation upon the request of the Company with reasonable advance
notification without the need for the Company to issue a subpoena. In connection with any of
Employee’s cooperation efforts mandated by this Paragraph FOURTEEN, Employee shall be entitled to
receive an agreed hourly or per diem amount (or reimbursement of lost wages as the case may be) and
reimbursement of reasonable travel and other out of pocket expenses (including, with the prior
approval of the Company, reasonable fees and expenses of counsel) provided that those expenses are
submitted pursuant to and are in conformance with the then applicable Company policy relating to
expense reimbursement.



FIFTEEN: Return of Company Property.



Employee represents that within 1 week after the Retirement Date, he will return to the Company all
Company property in his possession or over which he has retained control such as printers,
scanners and accessories, disks, keys, cell phones, credit cards, access cards, Company records,
documents and files and all copies and recordings thereof. To the extent Employee subsequently
discovers Company property in his possession or within his control, he shall immediately return
such property and all copies, recordings or duplicates thereof to the Company.



SIXTEEN: Severability.



If any portion of this Agreement is declared unlawful or unenforceable, the remaining parts will
remain enforceable.



SEVENTEEN: Public Announcement



Employee is required to request and receive approval of the Company of the content of any voluntary
statements, whether oral or written, to be made by Employee to any third party or parties regarding
Employee’s Retirement from the Company, including, without limitation, any press release or other
statements to the press, except that this Paragraph Seventeen shall not apply to any statements
required to be made by reason of law, regulation, or any judicial or other similar proceeding or
order. Employee hereby covenants and agrees not to make any public statements (either directly or
by or through another person) to any third party, including, without limitation, to any
representative of any news organization, which are inconsistent in any material respect with the
aforementioned agreed upon statements to the public.



EIGHTEEN: Entire Agreement.



This Agreement, including Appendix A, is the entire agreement between Employee and the Company
regarding the subjects addressed in this document and this Agreement supersedes any other
agreements between the parties except for agreements relating to confidentiality, non-disclosure,
non-solicitation , non-competition and indemnification and, except to the extent modified by this
Agreement, plans and agreements governing the terms of stock options and restricted stock granted
to Employee by the Company. The Company has made no promises to Employee other than those in this
Agreement.



EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, HAS TAKEN SUFFICIENT TIME TO
CONSIDER IT AND IS VOLUNTARILY ENTERING INTO IT.



EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AND A
RESTRICTION ON RELEASE OF CONFIDENTIAL INFORMATION.



MATHEW E. AVRIL



Signed: /s/ Matthew E. Avril



Dated: 04/12/12



 



STARWOOD HOTELS & RESORTS WORLDWIDE, INC.



By: /s/ Kenneth Siegel

Name: Kenneth S. Siegel

Title: Chief Administrative Officer, General Counsel and Secretary




Date: 04/12/12



STARWOOD INTERNATIONAL LICENSING COMPANY, S.A.R.L



By: /s/ Kenneth Siegel

Name: Kenneth S. Siegel

Title:



Dated: 04/12/12