EXHIBIT 10.45



 Exhibit 10.45 
  
 HOST MARRIOTT COMPANY 
 STOCK APPRECIATION RIGHTS 
 ISSUANCE AGREEMENT 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	 Page


			
	1.	  	CANCELLATION OF PRIOR OPTIONS; ISSUANCE OF SARS	  	1
			
	2.	  	VESTING SCHEDULE	  	1
			
	3.	  	EXERCISE OF SARS	  	2
			
	 	  	3.1    Election of Exercise of SARs	  	2
			
	 	  	3.2    Effect of termination of Employment or Death	  	2
			
	4.	  	PAYMENT FOR SARS	  	3
			
	5.	  	NON-ASSIGNABILITY OF SARS	  	3
			
	6.	  	RECAPITALIZATION OR REORGANIZATION	  	3
			
	7.	  	GENERAL RESTRICTION	  	3
			
	8.	  	EMPLOYMENT RIGHTS	  	3
			
	9.	  	INTERPRETATION	  	4
			
	10.	  	PROSPECTUS	  	4
			
	11.	  	AMENDMENT OF THIS AGREEMENT	  	4
			
	12.	  	GOVERNING LAW	  	4
			
	13.	  	BINDING EFFECT	  	4
			
	14.	  	NOTICE	  	5
			
	15.	  	ENTIRE AGREEMENT	  	5








 HOST MARRIOTT CORPORATION 
 ISSUANCE AGREEMENT 
  
 This Issuance Agreement (“Issuance Agreement”) is made as of December 29, 1998 (the “Agreement Date”), by and between Host Marriott Corporation, a Delaware corporation (the
“Company”), and Richard E. Marriott (the “Grantee”), an individual who holds certain options to purchase shares of common stock of the Company (“Shares”) under Company stock option plans. 
  
 WHEREAS, the Board of Directors of the Company (the “Board”) has
determined that it is desirable and in the best interests of the Company that options held by the Grantee to purchase: (i) 25,000 Shares granted on October 12, 1990 with an Option Price of $1.4354, (ii) 16,200 Shares granted on
October 3, 1991 with an Option Price of $2.6428 and (iii) 14,500 Shares granted on October 20, 1992 with an Option Price of $3.2408 (the “Prior Options”) be canceled and that the Prior Options be replaced with Stock
Appreciation Rights issued pursuant to the 1997 Comprehensive Stock Incentive Plan (the “Plan”) on equivalent economic terms subject to adjustment in accordance with the Employee benefits And Other Employment Matters Allocation Agreement
Between host Marriott corporation, Host Marriott, L.P. and Crestline Capital Corporation; 
  
 WHEREAS, the Board of Directors of the Company has approved the cancellation of the Prior Options held by the grantee and the issuance of Stock Appreciation Rights; 
  
 WHEREAS, the Grantee and the Company have agreed that it is in their mutual
best interests that the Prior Options be canceled and the Stock Appreciation Rights be issued to the Grantee. 
  
 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto do hereby agree as follows: 
  

	1.	CANCELLATION OF PRIOR OPTIONS; ISSUANCE OF SARS 

  
 The Prior Options are hereby terminated and canceled in their entirety as of the date hereof, and the Grantee shall have no further right to purchase
Shares under the Prior Options. The Company hereby grants the Grantee Stock Appreciation Rights (“SARs”) with the Exercise Price, Grant Date, Number of Shares, and Expiration Date as provided on Schedule A, subject to the terms and
conditions of the Plan and this Issuance Agreement and to adjustment in accordance with the Employee Benefits And Other Employment Matters Allocation Agreement Between Host Marriott Corporation, Host Marriott, L.P. and Crestline Capital Corporation.

  

	2.	VESTING SCHEDULE 

  
 The SARs granted herein shall be fully vested. 
  

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	3.	EXERCISE OF SARS 

  

	 	3.1	Election to Exercise SARs 

  
 These SARs may be exercised by notice to the Company signed by the Grantee or, in the event of legal incapacity or incompetency, by the Grantee’s
guardian or legal representative, or, in the event of the Grantee’s death, by his or her executor or administrator or the person or persons to whom the SARs are transferred by will or by the applicable laws of descent and distribution, and
received by the Company at its principal office in Bethesda, Maryland. Such election shall specify the number of SARs and the Grant Date of the SARs being exercised. The date upon which such written notice is received by the Company shall be the
exercise date of the SARs. If the individual exercising the SARs is not the Grantee, such individual shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the SARs. The number of SARs which may be exercised
pursuant to this Issuance Agreement shall be reduced by the number of SARs previously exercised pursuant to this Issuance Agreement. 
  

	 	3.2	Effect of Termination of Employment or Death 

  
 If the Grantee goes on leave of absence for a period of greater than twelve months or ceases to be an employee for any reason (including retirement)
except death, these SARs will expire at the earlier of (i) the expiration of the SARs in accordance with the terms for which the SARs were granted, or (ii) 90 days from the date on which the Grantee has been on leave for over twelve months
or ceases to be an employee, except in the case of a grantee who is an “Approved Retiree” as defined in the Plan. If the Grantee is an Approved Retiree, then these SARs shall expire at the sooner to occur of (i) the expiration of the
SARs in accordance with their original term or (ii) one year from the date on which the SARs latest in time awarded to the Grantee under the Plan have become fully exercisable. In the event of the death of the Grantee without Approved Retiree
status during the three month period following termination of employment, these SARs shall then be exercisable by the Grantee’s personal representative, heirs or legatees to the same extent and during the same period that the Grantee could have
exercised the SARs if the Grantee had not died. In the event of the death of the Grantee while an employee or while an Approved retiree, then the SARs granted to the Grantee shall be exercisable in their entirety by the Grantee’s personal
representatives, heirs or legatees at any time prior to the expiration of one year from the date of death of the Grantee, but in no event after the term for which the SARs were granted. For the purposes of this Issuance Agreement, the Grantee shall
be deemed to be an employee of the Company as long as the Grantee is treated as such for the purposes of the Employee Benefits And Other Employment Matters Allocation Agreement dated October 8, 1993 between Marriott Corporation and Marriott
International (as amended). 
  

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	4.	PAYMENT FOR SARS 

  
 Promptly after the exercise of the SARs, the individual exercising the SARs shall receive from the Company in cash an amount equal to the difference
between the Fair Market Value (as such term is defined in the Plan) of a share of stock on the exercise date and the Exercise Price, multiplied by the number of SARs being exercised. An attempt to exercise any SARs granted hereunder other than as
set forth above shall be invalid and of no force and effect. The parties hereto recognize that the company may be obligated to withhold federal, state and local income taxes and Social Security taxes to the extent that the Grantee realizes ordinary
income in connection with the exercise of the SARs or in connection with the purchase of the SARs by the Company. The Grantee agrees that the Company may withhold amounts needed to cover such taxes from payments otherwise due and owing to the
Grantee. 
  

	5.	NON-ASSIGNABILITY OF SARS 

  
 The SARs shall not be assignable or transferable by the Grantee except by will or by the laws of descent and distribution. During the Grantee’s
lifetime the SARs may be exercised only by the Grantee or, in the event of incompetence, by the Grantee’s legally appointed guardian. 
  

	6.	RECAPITALIZATION OR REORGANIZATION 

  
 Certain events affecting the common stock of the Company and mergers, consolidations and reorganizations affecting the Company may affect the number or
type of securities upon which the SARs are based or limit the remaining terms over which these SARs may be exercised in accordance with Section 4 of the Plan. 
  

	7.	GENERAL RESTRICTION 

  
 In accordance with Section 3.2 of the Plan, the Company may limit or suspend the exercisability of these SARs under certain circumstances. Any delay
caused thereby shall in no way affect the date of termination of these SARs. The Company shall not be required to pay cash under the SARs if the exercise of the SARs would constitute a violation by the individual exercising the SARs or by the
Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities law or regulation. 
  


	8.	EMPLOYMENT RIGHTS 

  
 Nothing contained in this Issuance Agreement shall be construed to limit or restrict the rights of the Company or of any subsidiary to terminate the
Grantee’s employment at any time, with or without cause, or to increase or decrease the Grantee’s compensation from the rate of compensation in existence at the time this Issuance Agreement is executed. The loss of existing or potential
profit in the SARs shall not constitute an element of damages in the event of termination of the employment of the 

  

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Grantee even if the termination is in violation of an obligation of the Company to the Grantee by contract or otherwise. 
  

	9.	INTERPRETATION 

  
 The provisions of the Plan relating to stock appreciation rights are incorporated herein by reference and form an integral part of this Issuance
Agreement. Except as otherwise set forth herein, capitalized terms used herein shall have the meanings given to them in the Plan. In the event of any inconsistency between this Issuance Agreement and the Plan, the terms of the Plan shall govern. A
copy of the Plan is included in the Prospectus and is also available from the Human Resources Department of the Company upon request. All decisions and interpretations made by the Board or the Committee with regard to any question arising under
the Plan, the Prior Option Agreements or this Issuance Agreement shall be final, binding and conclusive on the Company and the Grantee and any other person entitled to exercise the SARs as provided for herein. 
  

	10.	PROSPECTUS 

  
 The Grantee has been provided with, and hereby acknowledges receipt of, a prospectus for the Plan dated October 10, 1997, which contains, among other
things, a description of the Stock Appreciation Rights provisions of the Plan. 
  

	11.	AMENDMENT OF THIS AGREEMENT 

  
 With the consent of the Grantee, the Committee and/or Board may require that this Issuance Agreement be amended in a manner not inconsistent with the
Plan. The Committee and/or Board may require this Issuance Agreement be amended in such respects as it deems necessary to comply with the Internal Revenue Code or regulations which are in effect from time to time. Except for amendments under the
previous sentence, any amendment of the Plan after the Grant Date shall not constitute an amendment of the Issuance Agreement without consent of the Grantee and the Committee and/or Board. 
  

	12.	GOVERNING LAW 

  
 The validity and construction of this Issuance Agreement shall be governed by the laws of the State of Maryland (but not including the choice of law rules
thereof). 
  

	13.	BINDING EFFECT 

  
 Subject to all restrictions provided for in this Issuance Agreement, the Plan and by applicable law limiting assignment and transfer of this Issuance
Agreement and the SARs provided for herein, this Issuance Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns. 
  

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	14.	NOTICE 

  
 All notices or other communications which may be or are required to be given by any party to any other party pursuant to this Issuance Agreement shall be
in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery, telecopier (fax) or telex, addressed as follows: 
  
 If to the Company: 
  
 Host Marriott Corporation 
 10400 Fernwood Road 
 Bethesda, MD 20817 
  
 Attention:
General Counsel 
  
 If to the Grantee:

  
 At the address set forth below the
Grantee’s 
 signature to this Issuance Agreement 
  
 Each party may designate by notice in writing a new address to which any notice or other communication may thereafter be so given. Each
notice or other communication which shall be mailed, delivered or transmitted in the manner described above, shall be deemed sufficiently given for all purposes at such time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or with respect to a telex, upon receipt of the answer back and with respect to a telecopy upon acknowledgment of receipt thereof and in all cases at such time as delivery is refused by the addressee upon
presentation. 
  

	15.	ENTIRE AGREEMENT 

  
 This Issuance Agreement and the Plan together constitute the entire agreement and all prior understandings and agreements, written or oral, of the parties
hereto with respect to the subject matter hereof. Neither this Issuance Agreement nor any term hereof may be amended, waived, discharged or terminated except by a written instrument signed by the Company and the Grantee; provided,
however, that the Company unilaterally may waive any provision hereof in writing to the extent that such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a
subsequent waiver of the same provision or a waiver of any other provision hereof. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Issuance Agreement, or
caused this Issuance Agreement to be duly executed and delivered in their name and on their behalf, as of the day and year first above written. 
  

			
	HOST MARRIOTT CORPORATION
		
	By:	 	/s/ Christopher G. Townsend
	 	 	 


  

			
	 Title:
  
 GRANTEE:
  
 /s/ Richard E. Marriott

	
	 ADDRESS FOR NOTICE TO GRANTEE:
  
  

	Number                            Street


  

			
	 
	City                            State         
               Zip Code
	 	 	 


  

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 Schedule A 
  
 Stock Appreciation Rights Revised 
  

							
	 Number of Shares
	 	Grant Date	 	Expiration Date	 	Exercise Price
				
	29,930	 	10/12/1990	 	 10/12/2005
	 	$1.1990
	19,395	 	10/03/1991	 	10/03/2006	 	$2.2075
	17,360	 	10/20/1992	 	10/20/2007	 	$2.7070

  

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 AMENDMENT TO HOST MARRIOTT CORPORATION 
 ISSUANCE AGREEMENT 
  
 This Amendment, dated October 12, 2005, amends the Issuance Agreement dated as of December 29, 1998, by and between Host Marriott Corporation, a Maryland corporation, as successor to Host Marriott
Corporation, a Delaware corporation (the “Company”), and Richard E. Marriott (the “Grantee”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Issuance Agreement provides for the issuance of a series of Stock Appreciation Rights (“SARs”) to the Grantee; and 
  
 WHEREAS, the parties have agreed to extend the expiration date for the first
tranche of SARs set to expire on October 12, 2005. 
  
 NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties do hereby agree as follows: 
  
 1.        The expiration date for the 29,930 SARs (with an exercise price of $1.1990) is changed from October 12, 2005, to
January 15, 2006. Attached as Exhibit A to this Amendment is a revised Schedule A to the Issuance Agreement reflecting this extension. 
  
 2.        The notice address for the Company has been changed to: 
  
 Host Marriott Corporation 
 6903 Rockledge Drive 
 Suite 1500 
 Bethesda, MD 20817 
  
 Attention: General Counsel 
  
 3.        Except as modified herein, all covenants, terms and conditions of the Issuance Agreement shall remain in full force and
effect. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date
first written above. 
  

			
	 HOST MARRIOTT CORPORATION

		
	By:	 	/s/ W. Edward Walter
	 Name: W. Edward Walter
 Title:    ExecutiveVice President



  

			
	
	GRANTEE:
	
	 /s/ Richard E. Marriott

	
	 ADDRESS FOR NOTICE TO GRANTEE:

	
	 
	 Number                            Street

	
	 
	 City                    State                 
       Zip Code



  

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 Schedule A 
  
 Stock Appreciation Rights Revised 
  

							
	 Number of Shares
	 	Grant Date	 	Expiration Date	 	Exercise Price
				
	29,930	 	10/12/1990	 	 01/15/2006
	 	$1.1990
	19,395	 	10/03/1991	 	10/03/2006	 	$2.2075
	17,360	 	10/20/1992	 	10/20/2007	 	$2.7070

  

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