0001299933-05-000743 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT (GRANT PURSUANT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN)
Restricted Stock Unit Award Agreement • February 16th, 2005 • Starwood Hotels & Resorts • Real estate investment trusts • Maryland

Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”), has granted to the individual (the “Participant”) named in the award notification (the “Award Notification”) as of the date set forth in the Award Notification (the “Grant Date”), a Restricted Stock Unit Award (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Plan and below. References to employment by the Company shall include employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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RESTRICTED STOCK AWARD AGREEMENT (GRANT PURSUANT TO THE 2004 LONG-TERM INCENTIVE COMPENSATION PLAN)
Restricted Stock Award Agreement • February 16th, 2005 • Starwood Hotels & Resorts • Real estate investment trusts • Maryland

Pursuant to the provisions of the Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan (the “Plan”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”), has granted to the individual (the “Participant”) named in the award notification attached as Appendix A (the “Award Notification”) as of the date set forth in the Award Notification (the “Grant Date”), a Restricted Stock Award (the “Award”), upon and subject to the restrictions, terms and conditions set forth in the Plan and below. References to employment by the Company shall include employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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