EXHIBIT 10.3




	
	 Exhibit 10.3
  

	 Form of Employee Non-Qualified Stock Option

	 Agreement for the Marriott International, Inc.

	 2002 Comprehensive Stock and Cash Incentive Plan



  
 NON-QUALIFIED
STOCK OPTION AGREEMENT 
 MARRIOTT INTERNATIONAL, INC. 
 2002 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN 
  
 This Agreement (“Agreement”) is executed in duplicate as <<Grant Date>>, (the “Grant Date”) between Marriott International, Inc. (“Company”), «Fname»
«Lname» (“Employee”). 
  
 In accordance
with the provisions of the Company’s 2002 Comprehensive Stock and Cash Incentive Plan (“Plan”) relating to stock options, a copy of which is available to the Employee, the Company has authorized this Agreement. 
  
 Now, THEREFORE, it is agreed as follows: 
  
 1. Prospectus. The Employee has been provided with, and hereby
acknowledges receipt of, a Prospectus for the Plan dated February 5, 2004, which contains, among other things, a detailed description of the stock option provisions of the Plan. 
  
 2. Interpretation. The provisions of the Plan relating to stock options are incorporated herein by reference and
form an integral part of this 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 Agreement and the Plan, the terms of the
Plan shall govern. A copy of the Plan is available from the Compensation Department of the Company upon request. All decisions and interpretations made by the Compensation Policy Committee of the Company’s Board of Directors (the
“Committee”) or its delegate with regard to any question arising hereunder or under the Plan shall be binding and conclusive. The options granted pursuant to this Agreement are not intended to qualify as “incentive stock options”
within the meaning of Section 422 of the Internal Revenue Code. 
  
 3. Grant of Options. The Company hereby grants to the Employee as of the Grant Date this option (the “Option”) to purchase «Grant» shares of the Company’s Common Stock (the “Option
Shares”), subject to the terms and conditions of the Plan and this Agreement. 
  
 4. Purchase Price. Subject to Paragraph 10 hereof, the purchase price per share of the Option Shares is <<Option Price>> (the “Option Price”), which has been determined in
accordance with Section 6.3 of the Plan. 
  
 5. Waiting Period
and Exercise Dates. The Option Shares may not be purchased during the one-year period following the Grant Date (the “waiting period”). Following the waiting period, the Option Shares may be purchased in accordance with the following
schedule: <<    >>% of the Option Shares commencing at the end of the waiting period, and an additional <<    >>% of the Option Shares commencing on each of the
<<    >> anniversaries of the Grant Date. To the extent that the Option to purchase Option Shares is not exercised by the Employee when it becomes initially exercisable, the Option shall not expire but shall be
carried forward and shall be exercisable at any time thereafter; provided, however, that the Option shall not be exercisable after the expiration of ten (10) years from the Grant Date. Exercise of the Option shall not be dependent upon the prior or
sequential exercise of any other options heretofore granted to Employee by the Company. Except as provided in Article VI of the Plan and Paragraph 9 below, the Option may not be exercised at any time unless the Employee shall then be an employee of
the Company or a subsidiary. 
  
 6. Method of Exercising
Option. In order to exercise the Option, the person entitled to exercise the Option must provide a signed written notice to the Company stating the number of Option Shares with respect to which the Option is being exercised. Upon receipt of such
notice, the Company will advise the person exercising the Option of the amount of withholding taxes to be paid under Federal and, where applicable, state and local law resulting from such exercise. The Option may be exercised by (a) payment of the
Option Price for the Option Shares being purchased in accordance with Section 6.6 of the Plan, (b) making provision for the satisfaction of the applicable withholding taxes, and (c) an undertaking to furnish and execute such documents as the Company
deems necessary (i) to evidence such exercise, and (ii) to determine whether registration is then required to comply with the Securities Act of 1933 or any other law. Upon payment of the Option Price and provision for the satisfaction of the
withholding taxes, the Company shall, without transfer or issue tax to the person exercising the Option, either cause delivery to such person of a share certificate or other evidence of the Option Shares purchased or provide confirmation from the
transfer agent for the common stock of the Company that said transfer agent is holding shares for the account of such person in a certificateless account. Payment of the purchase price may be made by delivery of shares of the Company’s Common
Stock held by the Employee for at least six months prior to the delivery. Pursuant to procedures, if any, that may be adopted by the Committee or its delegate, the exercise of the Option may be by any other means that the Committee determines to be
consistent with the Plan’s purpose and applicable law. 
  

 1 








 7. Rights as a Shareholder. The Employee shall have no rights as a shareholder with respect to any
Option Shares covered by the Option granted hereby until the date of issuance of a stock certificate or confirmation of the acquisition of such Option Shares. No adjustment shall be made for dividends or other rights for which the record date is
prior to the date of issuance. 
  
 8. Non-Assignability.
The Option shall not be assignable or transferable by the Employee except by will or by the laws of descent and distribution. During the Employee’s lifetime, the Option may be exercised only by the Employee or, in the event of incompetence,
by the Employee’s legally appointed guardian. 
  
 9.
Effect of Termination of Employment or Death. In accordance with Section 6.9 of the Plan, if the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the
Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the Option will expire at the earlier of (i) the expiration of this Option in accordance with the term for which the Option was granted, or (ii) three
months (one year in the case of the permanent disability of the Employee under the terms of the Plan) from the date on which Employee has been on leave for over twelve months (except a leave of absence approved by the Board of Directors or the
Committee) or ceases to be an employee, except in the case of an Employee who is an “Approved Retiree” as defined in the Plan. If Employee is an Approved Retiree, then the Option shall expire at the sooner to occur of (i) the expiration of
such option in accordance with its original term or (ii) the expiration of five years from the date of retirement. In the event of the death of Employee without Approved Retiree status during the three month period following termination of
employment, the Option shall be exercisable by the Employee’s personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the Option if the Employee had not died. In the event
of the death of Employee while an employee or while an Approved Retiree, the Option (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee’s personal representatives, heirs or legatees at any time prior to the
expiration of one year from the date of the death of the Employee, but in no event after the term for which the Option was granted. 
  
 10. 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 deliverable upon exercise of the Option or limit the remaining term over which this Option may be exercised. 
  
 11. General Restriction. In accordance with the terms of the Plan, the Company may limit or suspend the
exercisability of the Option or the purchase or issuance of Option Shares thereunder under certain circumstances. Any delay caused thereby shall in no way affect the date of termination of the Option. 
  
 12. Amendment of This Agreement. The Board of Directors may at any
time amend, suspend or terminate the Plan; provided, however, that no amendment, suspension or termination of the Plan or the Option shall adversely affect in any material way the Option without the written consent of the Employee.

  
 13. Notices. Notices hereunder shall be in writing, and
if to the Company, may be delivered personally to the Compensation Department or such other party as designated by the Company or mailed to its principal office at 10400 Fernwood Road, Bethesda, Maryland 20817, addressed to the attention of the
Stock Option Administrator (Department 935.40), and if to the Employee, may be delivered personally or mailed to the Employee at his or her address on the records of the Company. 
  
 14. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and the
successors and assigns of the Company and, to the extent provided in Paragraph 9 above and Section 6.9 of the Plan, to the personal representatives, legatees and heirs of the Employee. 
  
 15. No Effect on Employment. Nothing contained in this Agreement shall be construed to limit or restrict the right of
the Company or of any subsidiary to terminate the Employee’s employment at any time, with or without cause, or to increase or decrease the Employee’s compensation from the rate of compensation in existence at the time this Agreement is
executed. 
  
 16. Consent. By executing this Agreement,
Employee consents to the collection and maintenance of Employee’s personal information (such as Employee’s name, home address, home telephone number and email address, social security number, assets and income information, birth date, hire
date, termination date, other employment information, citizenship, marital status) by the Company and the Company’s service providers for the purposes of (i) administering the Plan (including ensuring that the conditions of transfer are
satisfied from the Award Date through the Vesting Date), (ii) providing Employee with services in connection with Employee’s participation in the Plan, (iii) meeting legal and regulatory requirements and (iv) for any other purpose to which
Employee may consent. Employee’s personal information is collected from the following sources: 
  

	 	a)	from this Agreement, investor questionnaires or other forms that Employee submits to the Company or contracts that Employee enters into with the Company; 


 

	 	b)	from Employee’s transactions with the Company, the Company’s affiliates and service providers; 

  

	 	c)	from Employee’s employment records with the Company; and 

  

	 	d)	from meetings, telephone conversations and other communications with Employee. 

  

 2 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the
Grant Date. 
  

					
	MARRIOTT INTERNATIONAL, INC.	 	EMPLOYEE
			
	 	 	 	 	
 Employee Name (Please Print)

			
	By:	 	  

	 	

	 	 	Senior Vice President, Human Resources	 	Employee Social Security Number (Please Print)
			
	 	 	 	 	
 Employee Signature


  

 3