{"id":39975,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-stock-appreciation-right-agreement-marriott.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-stock-appreciation-right-agreement-marriott","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-stock-appreciation-right-agreement-marriott.html","title":{"rendered":"Form of Stock Appreciation Right Agreement – Marriott International"},"content":{"rendered":"

FORM OF STOCK APPRECIATION RIGHT AGREEMENT <\/strong>\n<\/p>\n

MARRIOTT INTERNATIONAL, INC. <\/strong><\/p>\n

STOCK AND CASH INCENTIVE PLAN <\/strong><\/p>\n

(OFF-CYCLE GRANTS) <\/strong><\/p>\n

THIS AGREEMENT (the “Agreement”) is made on <GRANT
\nDATE><\/strong> (the “Award Date”) by MARRIOTT INTERNATIONAL, INC. (the
\n“Company”) and <PARTICIPANT NAME> <\/strong>(“Employee”).<\/p>\n

WITNESSETH:<\/p>\n

WHEREAS, the Company maintains the Marriott International, Inc. Stock and
\nCash Incentive Plan, as amended (the “Plan”); and<\/p>\n

WHEREAS, the Company wishes to award to designated employees certain stock
\nappreciation right awards (“SARs” or “Awards”) as provided in Article 6 of the
\nPlan; and<\/p>\n

WHEREAS, Employee has been approved by the Compensation Policy Committee (the
\n“Committee”) of the Company153s Board of Directors (the “Board”) to receive an
\naward of SARs under the Plan;<\/p>\n

NOW, THEREFORE, it is agreed as follows:<\/p>\n

1. Prospectus<\/strong>.<\/strong> Employee has been provided
\nwith, and hereby acknowledges receipt of, a Prospectus for the Plan dated
\n<DATE><\/strong>, which contains, among other things, a detailed
\ndescription of the SAR provisions of the Plan.<\/p>\n

2. Interpretation<\/strong>.<\/strong> The provisions of the
\nPlan are incorporated by reference and form an integral part of this Agreement.
\nExcept as otherwise set forth herein, capitalized terms used herein shall have
\nthe meanings given to them in the Plan. In the event of any inconsistency
\nbetween this Agreement and the Plan, the terms of the Plan shall govern. A copy
\nof the Plan is available from the Compensation Department of the Company upon
\nrequest. All decisions and interpretations made by the Committee or its delegate
\nwith regard to any question arising hereunder or under the Plan shall be binding
\nand conclusive.<\/p>\n

3. Grant of SARs.<\/strong> The Company hereby grants to Employee as
\nof the Grant Date SARs on <QTY GRANTED> <\/strong>shares of the
\nCompany153s Common Stock (the “SAR Shares”), subject to the terms and conditions
\nof the Plan, Employee153s acceptance of this Agreement and satisfaction of the tax
\nprovisions of the Company153s International Assignment Policy (“IAP”), if
\napplicable. Under this Agreement, upon satisfying the conditions for exercising
\nSARs as set forth in paragraphs 5 and 6 below, Employee shall receive a number
\nof shares of Common Stock of the Company equal to the number of SAR shares that
\nare being exercised under such SARs multiplied by the quotient of (a) the Final
\nValue minus the Base Value, divided by (b) the Final Value.<\/p>\n

4. Base Value and Final Value.<\/strong> Subject to Paragraph 12
\nhereof, the Base Value per share of the SAR Shares is <GRANT
\nPRICE> <\/strong>and the Final Value is the Fair Market Value of a Share of
\nCommon Stock of the Company as of the date the SARs are exercised.<\/p>\n

5. Waiting Period and Exercise Dates.<\/strong> The SAR Shares may not
\nbe exercised before <DATE><\/strong> (the “waiting period”).
\nFollowing the waiting period, the SAR Shares may be exercised in accordance with
\nthe following schedule: <PERCENTAGE><\/strong>% of the SAR Shares
\ncommencing on the <DATES><\/strong>, respectively. To the extent
\nthat the SARs are not exercised by Employee when they become initially
\nexercisable, the SARs shall not expire but shall be carried forward and shall be
\nexercisable at any time thereafter; provided, however, that the SARs shall not
\nbe exercisable after the expiration of ten (10) years from the Grant Date or
\nsooner as set forth in paragraph 9, if applicable. Exercise of the SARs shall
\nnot be dependent upon the prior or sequential exercise of any other SARs
\nheretofore granted to Employee by the Company. Except as provided in Article 6
\nof the Plan and Paragraph 9 below, the SARs may not be exercised at any time
\nunless Employee shall then be an employee of the Company.<\/p>\n

6. Method of Exercising SARs.<\/strong> To exercise the SARs, the
\nperson entitled to exercise the SARs must provide a signed written notice or the
\nequivalent to the Company or its designee, as prescribed in the administrative
\nprocedures of the Plan, stating the number of SAR Shares with respect to which
\nthe SARs are being exercised. The SARs may be exercised by (a) making provision
\nfor the satisfaction of the applicable withholding taxes, and (b) an undertaking
\nto furnish and execute such documents as the Company deems necessary (i) to
\nevidence such exercise, and (ii) to determine whether registration is then
\nrequired to comply with the Securities Act of 1933 or any other law. Upon
\nsatisfying the conditions for exercise including the provision for the
\nsatisfaction of the withholding taxes, the Company shall provide confirmation
\nfrom the Plan record keeper<\/p>\n<\/p>\n

: 1 :<\/p>\n

\n

that the transfer agent for the common stock of the Company is holding shares
\nfor the account of such person in a certificateless account. The exercise of the
\nSARs may be made by any other means that the Committee determines to be
\nconsistent with the Plan153s purpose and applicable law.<\/p>\n

7. Rights as a Shareholder.<\/strong> Employee shall have no rights as
\na shareholder with respect to any SAR Shares covered by the SARs granted hereby
\nuntil the date of acquisition by Employee of such SAR Shares. No adjustment
\nshall be made for dividends or other rights for which the record date is prior
\nto such date.<\/p>\n

8. Non-Assignability. <\/strong>The SARs shall not be assignable or
\ntransferable by Employee except by will or by the laws of descent and
\ndistribution. During Employee153s lifetime, the SARs may be exercised only by
\nEmployee or, in the event of incompetence, by Employee153s legally appointed
\nguardian.<\/p>\n

9. Effect of Termination of Employment or Death. <\/strong>If Employee
\ngoes on leave of absence for a period of greater than twelve months (except a
\nleave of absence approved by the Board of Directors or the Committee) or ceases
\nto be an employee of the Company for any reason except death, the portion of the
\nSARs which is unexercisable on the date on which Employee ceased to be an
\nEmployee or has been on a leave of absence for over twelve months (except a
\nleave of absence approved by the Board or Committee) shall expire on such date
\nand any unexercised portion of the SARs which was otherwise exercisable on such
\ndate shall expire at the earlier of (i) the expiration of the SARs in accordance
\nwith the term for which the SARs were granted, or (ii) three months from such
\ndate, except in the case of an Employee who is an “Approved Retiree” as defined
\nbelow. If Employee is an Approved Retiree, then the SARs shall expire at the
\nsooner to occur of (i) the expiration of such SARs in accordance with their
\noriginal term, or (ii) the expiration of five years from the date of retirement.
\nNotwithstanding the preceding sentence, if an Approved Retiree retires before
\n<DATE><\/strong>, the Approved Retiree153s SARs granted hereunder
\nshall expire immediately with respect to the number of such MI Shares granted
\nunder this Agreement multiplied by the ratio of (a) the number of days after the
\nApproved Retiree153s retirement date and before <DATE><\/strong>,
\nover (b) the number of days on and after the Grant Date and before
\n<DATE><\/strong>. In the event of the death of Employee without
\nApproved Retiree status during the three (3) month period following termination
\nof employment or a leave of absence over twelve (12) months (except a leave of
\nabsence approved by the Board or Committee), the SARs shall be exercisable by
\nEmployee153s personal representative, heirs or legatees to the same extent and
\nduring the same period that Employee could have exercised the SAR if Employee
\nhad not died. In the event of the death of Employee while an employee of the
\nCompany or while an Approved Retiree, the SAR (if the waiting period has
\nelapsed) shall be exercisable in its entirety by Employee153s personal
\nrepresentatives, heirs or legatees at any time prior to the expiration of one
\nyear from the date of the death of Employee, but in no event after the term for
\nwhich the SAR was granted. For purposes of this Agreement, an “Approved Retiree”
\nis any SAR holder who (i) terminates employment by reason of a Disability, or
\n(ii) (A) retires from employment with the Company with the specific approval of
\nthe Committee on or after such date on which the SAR holder has attained age 55
\nand completed 10 Years of Service, and (B) has entered into and has not breached
\nan agreement to refrain from Engaging in Competition in form and substance
\nsatisfactory to the Committee; and if the Committee subsequently determines, in
\nits sole discretion, that an Approved Retiree has violated the provisions of the
\nAgreement to refrain from Engaging in Competition, or has engaged in willful
\nacts or omissions or acts or omissions of gross negligence that are or
\npotentially are injurious to the Company153s operations, financial condition or
\nbusiness reputation, such Approved Retiree shall have ninety (90) days from the
\ndate of such finding within which to exercise any SARs or portions thereof which
\nare exercisable on such date, and any SARs or portions thereof which are not
\nexercised within such ninety (90) day period shall expire and any SARs or
\nportion thereof which are not exercisable on such date shall be cancelled on
\nsuch date.<\/p>\n

10. Consent. <\/strong>By executing this Agreement, Employee consents
\nto the collection, maintenance and processing of Employee153s personal information
\n(such as Employee153s name, home address, home telephone number and email address,
\nsocial security number, assets and income information, birth date, hire date,
\ntermination date, other employment information, citizenship, marital status) by
\nthe Company and the Company153s service providers for the purposes of (i)
\nadministering the Plan (including ensuring that the conditions of transfer are
\nsatisfied from the Award Date through the Exercise Date), (ii) providing
\nEmployee with services in connection with Employee153s participation in the Plan,
\n(iii) meeting legal and regulatory requirements and (iv) for any other purpose
\nto which Employee may consent (“Permitted Purposes”). Employee153s personal
\ninformation will not be processed for longer than is necessary for such
\nPermitted Purposes. Employee153s personal information is collected from the
\nfollowing sources:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

from this Agreement, investor questionnaires or other forms that Employee
\nsubmits to the Company or contracts that Employee enters into with the Company;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

from Employee153s transactions with the Company, the Company153s affiliates and
\nservice providers;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

from Employee153s employment records with the Company; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

: 2 :<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

from meetings, telephone conversations and other communications with
\nEmployee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition, Employee further consents to the Company disclosing Employee153s
\npersonal information to the Company153s third party service providers and
\naffiliates and other entities in connection with the services the Company
\nprovides related to Employee153s participation in the Plan, including:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

financial service providers, such as broker-dealers, custodians, banks and
\nothers used to finance or facilitate transactions by, or operations of, the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

other service providers to the Plan, such as accounting, legal, or tax
\npreparation services;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

regulatory authorities; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

transfer agents, portfolio companies, brokerage firms and the like, in
\nconnection with distributions to Plan participants.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Where Employee153s personal information is provided to such third parties the
\nCompany requires (to the extent permitted by applicable law) that such parties,
\nagree to process Employee153s personal information in accordance with the
\nCompany153s instructions.<\/p>\n

Employee153s personal information is maintained on the Company153s networks and
\nthe networks of the Company153s service providers, which may be in the United
\nStates or other countries other than the country in which this Award was
\ngranted. Employee acknowledges and agrees that the transfer of Employee153s
\npersonal information to the United States or other countries other than the
\ncountry in which this Award was granted is necessary for the Permitted Purposes.
\nTo the extent (if any) that the provisions of the European Union153s Data
\nProtection Directive (Directive 95\/46\/EC of the European Parliament and of the
\nCouncil) and\/or applicable national legislation derived from such Directive
\napply, then by executing this Agreement Employee expressly consents to the
\ntransfer of Employee153s personal information outside of the European Economic
\nArea. Employee may access Employee153s personal information to verify its
\naccuracy, update Employee153s personal information and\/or request a copy of
\nEmployee153s personal information by contacting Employee153s local Human Resources
\nrepresentative. Employee may obtain account transaction information online or by
\ncontacting the Plan record keeper as described in the Plan enrollment materials.
\nBy accepting the terms of this Agreement, Employee further agrees to the same
\nterms with respect to other Awards Employee received in any prior year under the
\nPlan.<\/p>\n

11. No Additional Rights.<\/strong> Benefits under this Plan are not
\nguaranteed. The grant of Awards is a one-time benefit and does not create any
\ncontractual or other right or claim to any future grants of Awards under the
\nPlan, nor does a grant of Awards guarantee future participation in the Plan. The
\nvalue of Employee153s Awards is an extraordinary item outside the scope of
\nEmployee153s employment contract, if any. Employee153s Awards are not part of normal
\nor expected compensation for purposes of calculating any severance, resignation,
\nredundancy, end-of-service payments, bonuses, long-term service awards, pension
\nor retirement benefits (except as otherwise provided by the terms of any
\nU.S.-qualified retirement or pension plan maintained by the Company or any of
\nits subsidiaries), or similar payments. By accepting the terms of this
\nAgreement, Employee further agrees to these same terms and conditions with
\nrespect to any other Awards Employee received in any prior year under the Plan.\n<\/p>\n

12. Recapitalization or Reorganization. <\/strong>Certain events
\naffecting the Common Stock of the Company and mergers, consolidations and
\nreorganizations affecting the Company may affect the number or type of
\nsecurities deliverable upon exercise of the SAR or limit the remaining term over
\nwhich the SAR may be exercised.<\/p>\n

13. General Restriction. <\/strong>In accordance with the terms of the
\nPlan, the Company may limit or suspend the exercisability of the SARs or the
\npurchase or issuance of SAR Shares thereunder under certain circumstances. Any
\ndelay caused thereby shall in no way affect the date of termination of the SARs.\n<\/p>\n

14. Amendment of This Agreement. <\/strong>The Board of Directors may
\nat any time amend, suspend or terminate the Plan; provided, however, that no
\namendment, suspension or termination of the Plan or the SARs shall adversely
\naffect in any material way the SARs without the written consent of Employee.\n<\/p>\n

15. Notices. <\/strong>Notices hereunder shall be in writing, and if
\nto the Company, may be delivered personally to the Compensation Department or
\nsuch other party as designated by the Company or mailed to its principal office
\nat 10400 Fernwood Road, Bethesda, Maryland 20817, addressed to the attention of
\nthe SAR Administrator (Department 935.40), and if to Employee, may be delivered
\npersonally or mailed to Employee at his or her address on the records of the
\nCompany.<\/p>\n<\/p>\n

: 3 :<\/p>\n

\n

16. Successors and Assigns. <\/strong>This Agreement shall bind and
\ninure to the benefit of the parties hereto and the successors and assigns of the
\nCompany and, to the extent provided in Paragraph 9 above and the provisions of
\nthe Plan, to the personal representatives, legatees and heirs of Employee.<\/p>\n

17. No Effect on Employment. <\/strong>Nothing contained in this
\nAgreement shall be construed to limit or restrict the right of the Company to
\nterminate Employee153s employment at any time, with or without cause, or to
\nincrease or decrease Employee153s compensation from the rate of compensation in
\nexistence at the time this Agreement is executed.<\/p>\n

IN WITNESS WHEREOF, <\/strong>the parties hereto have executed this
\nAgreement to be effective as of the Grant Date.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MARRIOTT INTERNATIONAL, INC.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

EMPLOYEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

<PARTICIPANT NAME><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

<EMPLOYEE ID><\/p>\n<\/td>\n<\/tr>\n

\n

Executive Vice President, Global Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Signed Electronically<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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