EX-10.1






INDEMNIFICATION AGREEMENT




THIS INDEMNIFICATION AGREEMENT is made and entered into this        day of October, 2009
(“Agreement”), among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the
“Company”), and        (“Indemnitee”).



WHEREAS, at the request of the Company, Indemnitee currently serves as a director, officer or
employee of the Company, of one or more of its subsidiaries or affiliates, or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
Indemnitee serves at the request of the Company (a “Portfolio Company”), or has been elected or
appointed a director, officer or employee of the Company, one or more of its subsidiaries or
affiliates or of a Portfolio Company effective at a later date, and may, therefore, be subjected to
claims, suits or proceedings arising as a result of such service; and



WHEREAS, as an inducement to Indemnitee to continue to serve as such director, officer or
employee, the Company has agreed to indemnify and to advance expenses and costs incurred by
Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent
permitted by law; and



WHEREAS, the parties by this Agreement desire to set forth their agreement regarding
indemnification and advance of expenses;



NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:



Section 1. Definitions. For purposes of this Agreement:



(a) “Board” means the Board of Directors of the Company.



(b) “Change in Control” shall be deemed to have occurred if the event set forth in any one
of the following paragraphs shall have occurred:




(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its affiliates) representing 25% or
more of the combined voting power of the Company’s then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection with a transaction described in
clause (1) of paragraph (iii) below; or




(ii) the following individuals cease for any reason to constitute a majority of
the number of directors then serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so approved or recommended;
or




(iii) there is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than (1) a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity
or any parent thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any subsidiary of the
Company, at least 70% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or
consolidation, and in proportion to their voting power immediately prior to such merger or
consolidation, or (2) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company’s then outstanding securities; or




(iv) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets, other than a sale or
disposition by the Company of all or substantially all of the Company’s assets to an entity,
at least 70% of the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale. Notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following which the record
holders of the common stock of the Company immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions.



(c) “Corporate Status” means the status of a person who is or was a director, trustee,
officer, employee or agent of the Company, one or more of its subsidiaries or affiliates, or of any
Portfolio Company.



(d) “Disinterested Director” means a director of the Company who is not and was not a party to
the Proceeding in respect of which indemnification is sought by Indemnitee.




(e) “Effective Date” means the date set forth in the first paragraph of this Agreement.



(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.



(g) “Independent Counsel” means a law firm, or a member of a law firm that is experienced in
matters of corporation law and neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii)
any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. If a Change in Control has not occurred, Independent Counsel shall be
selected by the Board, with the approval of Indemnitee, which approval will not be unreasonably
withheld. If a Change in Control has occurred, Independent Counsel shall be selected by
Indemnitee, with the approval of the Board, which approval will not be unreasonably withheld.



(h) “Person” as used herein shall be broadly interpreted to include, without limitation,
any corporation, company, group, partnership or individual.



(i) “Proceeding” includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative (including on appeal), except
one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights
under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise
specifically agreed in writing by the Company and Indemnitee.



Section 2. Services by Indemnitee. Indemnitee currently serves as a director, officer
or employee of the Company, of one or more of its subsidiaries or affiliates, or of a Portfolio
Company, or has been elected or appointed a director, officer or employee of the Company, one or
more of its subsidiaries or affiliates or of a Portfolio Company. However, this Agreement shall
not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company, any of its subsidiaries, affiliates or Portfolio Company beyond any period otherwise
required by law or by other agreements or commitments of the parties, if any.



Section 3. Indemnification — General. The Company shall indemnify, and advance
Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the fullest extent
permitted by Maryland law in effect on the date hereof and as amended from time to time; provided,
however, that no change in Maryland law shall have the effect of reducing the benefits available to
Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of
Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in
the other sections of this Agreement, including any additional indemnification permitted by Section
2-418(g) of the Maryland General Corporation Law (“MGCL”).



Section 4. Proceedings Other Than Proceedings by or in the Right of the Company.




(a) Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4 if, by reason of Indemnitee’s Corporate Status, he or she is, or is threatened to
be, made a party to or a witness in any threatened, pending, or completed Proceeding, other
than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee
shall be indemnified against all judgments, penalties, fines and amounts paid in settlement
and all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in
connection with a Proceeding by reason of Indemnitee’s Corporate Status unless it is
established that (i) the act or omission of Indemnitee was material to the matter giving
rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active
and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in
money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had
reasonable cause to believe that his conduct was unlawful.




(b) Indemnitee shall be deemed to have acted in good faith if, in performing his or her
duties, Indemnitee relied on any information, opinion, report or statement, including any
financial statement or other financial data prepared or presented by:



(i) an officer or employee of the Company whom Indemnitee reasonably believes to be reliable
and competent in the matters presented;



(ii) a lawyer, certified public accountant, or other person, as to a matter which Indemnitee
reasonably believes to be within the person’s professional or expert competence; or



(iii) a committee of the Board on which Indemnitee does not serve, as to a matter within its
designated authority, if Indemnitee reasonably believes the committee to merit confidence.



(c) Indemnitee has not acted in good faith if he or she had any knowledge concerning the
matter in question which would cause the reliance set forth in paragraph (b) above to be
unwarranted.



Section 5. Proceedings by or in the Right of the Company.




(a) Indemnitee shall be entitled to the rights of indemnification provided in this
Section 5 if, by reason of Indemnitee’s Corporate Status, he or she is, or is threatened to
be, made a party to or a witness in any threatened, pending or completed Proceeding brought
by or in the right of the Company to procure a judgment in its favor. Pursuant to this
Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all
Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in
connection with such Proceeding unless it is established that (i) the act or omission of
Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty or (ii) Indemnitee
actually received an improper personal benefit in money, property or services.




(b) Indemnitee shall be deemed to have acted in good faith if, in performing his or her
duties, Indemnitee relied on any information, opinion, report or statement, including any
financial statement or other financial data prepared or presented by:



(i) an officer or employee of the Company whom Indemnitee reasonably believes to be reliable
and competent in the matters presented;



(ii) a lawyer, certified public accountant, or other person, as to a matter which Indemnitee
reasonably believes to be within the person’s professional or expert competence; or



(iii) a committee of the Board on which Indemnitee does not serve, as to a matter within its
designated authority, if Indemnitee reasonably believes the committee to merit confidence.



(c) Indemnitee has not acted in good faith if he or she had any knowledge concerning the
matter in question which would cause the reliance set forth in paragraph (b) above to be
unwarranted.



Section 6. Court-Ordered Indemnification. Notwithstanding any other provision of this
Agreement, a court of appropriate jurisdiction, upon application of a director or officer
(including the Indemnitee) and such notice as the court shall require, may order indemnification in
the following circumstances:




(a) if it determines a director or officer is entitled to reimbursement under Section
2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director
or officer shall be entitled to recover the expenses of securing such reimbursement; or




(b) if it determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the director or
officer (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or
(ii) has been adjudged liable for receipt of an improper personal benefit under Section
2-418(c) of the MGCL, the court may order such indemnification as the court shall deem
proper. However, indemnification with respect to any Proceeding by or in the right of the
Company or in which liability shall have been adjudged in the circumstances described in
Section 2-418(c) of the MGCL shall be limited to Expenses.



Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, and without limiting any such provision, to
the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful
in accordance with the standards in Section 4 or Section 5, as applicable, on the merits or
otherwise, in the defense of any Proceeding, he shall be indemnified for all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly
successful in accordance with the standards in Section 4 or Section 5, as applicable, in such
Proceeding such that he would not be entitled to indemnification as to some or all matters under
Section 4 or Section 5, as applicable, but is successful in accordance with the standards in
Section 4 or Section 5, as applicable, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this
Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Notwithstanding anything to the contrary contained herein, regardless of the outcome of any
Proceeding, Indemnitee’s defense in any such Proceeding shall be deemed successful for purposes of
this Section 7 so long as none of the matters set forth in the last sentence of Section 4(a) or
Section 5(a) above, as applicable, shall have been conclusively established.



Section 8. Advance of Expenses. The Company shall advance all reasonable Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or
is threatened to be, made a party or a witness, within ten days after the receipt by the Company of
a statement or statements from Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or
accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the
standard of conduct necessary for indemnification by the Company as authorized by law and by this
Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially
the form attached hereto as Exhibit A or in such form as may be required under applicable
law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses
advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall
ultimately be established that the standard of conduct has not been met and which has not been
successfully resolved as described in Section 7. To the extent that Expenses advanced to
Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses
shall be allocated on a reasonable and proportionate basis. The undertaking required by this
Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be
accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and
without any requirement to post security therefor.



Section 9. Procedure for Determination of Entitlement to Indemnification.




(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request, including therein or therewith such documentation and information
as is reasonably available to Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company
shall, promptly upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.




(b) Upon written request by Indemnitee for indemnification pursuant to the first
sentence of Section 9(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i)
if a Change in Control shall have occurred, by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control
shall not have occurred, (A) by the Board (or a duly authorized committee thereof) by a
majority vote of a quorum consisting of Disinterested Directors (as herein defined), or (B)
if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if so
directed by a majority of the members of the Board, by the stockholders of the Company; and,
if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten days after such determination. Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or
entity making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the Company hereby
agrees to indemnify and hold Indemnitee harmless therefrom.



Section 10. Presumptions and Effect of Certain Proceedings.




(a) In making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 9(a) of this Agreement, and the Company shall
have the burden of proof to overcome that presumption in connection with the making of any
determination contrary to that presumption.




(b) The termination of any Proceeding by judgment, order, settlement, conviction, a
plea of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, does not create a presumption that Indemnitee did not meet the
requisite standard of conduct described herein for indemnification.



Section 11. Remedies of Indemnitee.




(a) If (i) a determination is made pursuant to Section 9 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses
is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of
entitlement to indemnification shall have been made pursuant to Section 9(b) of this
Agreement within 90 days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within
ten days after receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Maryland, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advance of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the commercial Arbitration Rules of the American
Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section 11(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee
to enforce his rights under Section 7 of this Agreement.




(b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the
Company shall have the burden of proving that Indemnitee is not entitled to indemnification
or advance of Expenses, as the case may be.




(c) If a determination shall have been made pursuant to Section 9(b) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to this Section
11, absent a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with
the request for indemnification.




(d) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to recover
damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company for, any and all Expenses actually and
reasonably incurred by him in such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that Indemnitee is entitled to
receive part but not all of the indemnification or advance of Expenses sought, the Expenses
incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.



Section 12. Defense of the Underlying Proceeding.




(a) Indemnitee shall notify the Company promptly upon being served with or receiving
any summons, citation, subpoena, complaint, indictment, information, notice, request or
other document relating to any Proceeding which may result in the right to indemnification
or the advance of Expenses hereunder; provided, however, that the failure to give any such
notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any
right of Indemnitee, to indemnification or the advance of Expenses under this Agreement
unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any
insurance policy is materially and adversely prejudiced thereby, and then only to the extent
the Company is thereby actually so prejudiced.




(b) Subject to the provisions of the last sentence of this Section 12(b) and of Section
12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which
may give rise to indemnification hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within 15 calendar days following receipt of
notice of any such Proceeding under Section 12(a) above. The Company shall not, without the
prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed,
consent to the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include,
as an unconditional term thereof, the full release of Indemnitee from all liability in
respect of such Proceeding, which release shall be in form and substance reasonably
satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by
Indemnitee under Section 11 above or Section 18 below.




(c) Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which
Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
concludes, based upon an opinion of Independent Counsel, that he or she may have separate
defenses or counterclaims to assert with respect to any issue which may not be consistent
with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon
an opinion of Independent Counsel, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or (iii) if the
Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall
be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to
the prior approval of the Company, which shall not be unreasonably withheld, at the expense
of the Company. In addition, if the Company fails to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes any action
to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to
recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder,
Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall not be unreasonably withheld, at the expense of
the Company (subject to Section 11(d)), to represent Indemnitee in connection with any such
matter.



Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.




(a) The rights of indemnification and advance of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Charter or Bylaws of the Company or any subsidiary or
Portfolio Company, as applicable, any agreement or a resolution of the stockholders entitled
to vote generally in the election of directors or of the Board, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.




(b) In the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.




(c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise.



Section 14. Insurance. The Company will use its reasonable best efforts to acquire
directors and officers liability insurance, on terms and conditions deemed appropriate by the Board
of the Company, with the advice of counsel, covering Indemnitee or any claim made against
Indemnitee for service as a director or officer of the Company or any of its subsidiaries or
affiliates and covering the Company for any indemnification or advance of expenses made by the
Company to Indemnitee for any claims made against Indemnitee for service as a director or officer
of the Company or any of its subsidiaries or affiliates. Such insurance will apply to an
Indemnitee who is providing services to a Portfolio Company only to the extent Portfolio Company’s
directors and officers liability insurance does not cover Indemnitee. Without in any way limiting
any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment
by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess
of the aggregate of all judgments, penalties, fines, settlements and reasonable expenses incurred
by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the
first sentence of this Section 14.



Section 15. Indemnification for Expenses of a Witness. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a
witness in any Proceeding, whether instituted by the Company or any other party, and to which
Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in connection therewith.



Section 16. Duration of Agreement; Binding Effect.




(a) This Agreement shall continue until and terminate ten years after the date that
Indemnitee shall have ceased to serve as a director, trustee, officer, employee, or agent of
the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which Indemnitee served at the request of the Company; provided,
that the rights of Indemnitee hereunder shall continue until the later of final termination
(i) of any Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and (ii) of any proceeding commenced by
Indemnitee pursuant to Section 11 of this Agreement relating thereto.




(b) The indemnification and advance of Expenses provided by, or granted pursuant to,
this Agreement shall be binding upon and be enforceable by the parties hereto and their
respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of
the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee,
officer, employee or agent of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Company, and shall inure to the benefit of Indemnitee and his
or her spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.




(c) The Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.



Section 17. Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



Section 18. Exception to Right of Indemnification or Advance of Expenses.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought
by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement
or otherwise or (b) the Company’s Bylaws, as amended, the Charter, a resolution of the stockholders
entitled to vote generally in the election of directors or of the Board or an agreement approved by
the Board to which the Company is a party expressly provide otherwise.



Section 19. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. One such counterpart signed by the party
against whom enforceability is sought shall be sufficient to evidence the existence of this
Agreement.



Section 20. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.



Section 21. Modification and Waiver; Entire Agreement. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver. This Agreement constitutes the full and entire understanding and agreement
among the parties with regard to the subject matter hereof, and supercedes all prior agreements.



Section 22. Notice by Indemnitee. Indemnitee shall promptly notify the Company in
writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification or
advance of Expenses covered hereunder.



Section 23. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed given (i) when delivered personally by hand (with written
confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission)
or (iii) three business days following the day sent by overnight courier (with written confirmation
of receipt), in each case at the following addresses and facsimile numbers (or to such other
address or facsimile number as a party may have specified by notice given to the other party
pursuant to this provision):




(a) If to Indemnitee, to: The address set forth on the signature page hereto.




(b) If to the Company to:



	 	 	 
	Starwood Hotels & Resorts Worldwide, Inc.

	1111 Westchester Avenue

White Plains, NY 10604

Attn:

	 	



Kenneth S. Siegel

Chief Administrative Officer and General Counsel






or to such other address as may have been furnished to Indemnitee by the Company or to the Company
by Indemnitee, as the case may be.



Section 24. Governing Law. The parties agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of Maryland, without
regard to its conflicts of laws rules.



Section 25. Miscellaneous. Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate.



[SIGNATURE PAGE FOLLOWS]





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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.



	 	 	 
	ATTEST:
	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

	     
	 	By:        (SEAL)

Name:

	 	 	Title:

	WITNESS:
	 	INDEMNITEE

	     
	 	     








Name:




Address:



EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED




The Board of Directors of Starwood Hotels & Resorts Worldwide, Inc.



Re: Undertaking to Repay Expenses Advanced



Ladies and Gentlemen:



This undertaking is being provided pursuant to that certain Indemnification Agreement dated
the        day of      , 2009, by and between Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation, (the “Company”), and the undersigned Indemnitee (the “Indemnification
Agreement”), pursuant to which I am entitled to advance of expenses in connection with [Description
of Proceeding] (the “Proceeding”).



Terms used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.



I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged
actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was
involved as [a director] [an officer] of the Company or one of its subsidiaries, in any of the
facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not
receive any improper personal benefit in money, property or services and (3) in the case of any
criminal proceeding, had no reasonable cause to believe that any act or omission by me was
unlawful.



In consideration of the advance of expenses by the Company for reasonable attorney’s fees and
related expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I
hereby agree that if, in connection with the Proceeding, it is established that (1) an act or
omission by me was material to the matter giving rise to the Proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an
improper personal benefit in money, property or services or (3) in the case of any criminal
proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall
promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters
in the Proceeding as to which the foregoing findings have been established and which have not been
successfully resolved as described in Section 7 of the Indemnification Agreement. To the extent
that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I
agree that such Expenses shall be allocated on a reasonable and proportionate basis.



IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this        day of
     , 200      .



WITNESS:



             (SEAL)




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