8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 10, 2005

Starwood Hotels & Resorts Worldwide, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-7959	52-1193298
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1111 Westchester Avenue, White Plains, New York		10604
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (914) 640-8100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Starwood Hotels & Resorts
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-6828	52-0901263
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1111 Westchester Avenue, White Plains, New York		10604
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (914) 640-8100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 10, 2005, the Compensation and Option Committee (the "Committee") of the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (the "Company") approved 2004 bonus payments to the Company's named executive officers and certain other employees under the 1999 Annual Incentive Plan for Certain Executives (the "Executive Plan") or the Annual Incentive Plan (the "AIP"). Under the Executive Plan, the Committee makes bonus payments upon its certification that the applicable performance goal as previously established by the Committee in accordance with the terms of the Executive Plan has been met. The performance goal under the Executive Plan is based upon the achievement by the Company of a specified level of EBITDA for 2004. Under the AIP, certain minimum levels of EBITDA determine a portion of the bonus payment and the performance evaluation of the individual participant determines the other portion of the bonus payment.

On February 10, 2005, the Committee also established the perf ormance goals for 2005 bonus compensation to the named executive officers and other employees of the Company. The 2005 performance criterion for the Executive Plan is based on the Company achieving certain levels of EBITDA. The 2005 performance criterion under the AIP is based on either (i) the Company achieving certain levels of operating income or (ii) the achievement of certain minimum performance levels by AIP participants (as a whole). These performance criteria under the Executive Plan and the AIP will remain the same in future years unless otherwise changed by the Committee.

The Committee also awarded certain officers of the Company (including some of the named executive officers) options, restricted stock and/or restricted stock units under the Company’s 2004 Long Term Incentive Plan. The restricted stock awards were issued as of February 10, 2005 and the restricted stock unit award will be issued as of March 1, 2005. Under the terms of the restricted stock and restricted stock uni t agreements, the shares of Company stock awarded thereunder would generally vest on the third anniversary of the date of grant, provided, that the restricted stock units are subject to accelerated vesting in the event that a performance criterion (based upon the EBITDA of the Company) is achieved. In addition, under such agreements, the grantees have the right to vote and receive dividends (or dividend equivalents, as applicable) on the shares of restricted stock and restricted stock units. The form of restricted stock agreement and restricted stock unit agreement are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 14, 2005, the Company issued a press release announcing the retirement of Robert F. Cotter, the President and Chief Operating Officer, as of December 31, 2005. The press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Form of Restricted Stock Award Agreement under the 2004 Long Term Incentive Plan.

99.2 Form of Restricted Stock Unit Award Agreement under the 2004 Long Term Incentive Plan.

99.3 Press release dated February 14, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Starwood Hotels & Resorts Worldwide, Inc.
February 16, 2005	By:	Kenneth S. Siegel
		Name: Kenneth S. Siegel
		Title: Executive Vice President and General Counsel

	Starwood Hotels & Resorts
February 16, 2005	By:	Kenneth S. Siegel
		Name: Kenneth S. Siegel
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Form of Restricted Stock Award Agreement under the 2004 Long Term Incentive Plan.
99.2	Form of Restricted Stock Unit Award Agreement under the 2004 Long Term Incentive Plan.
99.3	Press release dated February 14, 2005.

EX-99.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

RESTRICTED STOCK AWARD AGREEMENT

(GRANT PURSUANT TO THE 2004
LONG-TERM INCENTIVE COMPENSATION PLAN)

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.

1. Award Subject to Acceptance of Agreement. The Award shall be void unless the Participant accepts this Agreement by executing the Award Notification in the space provided and returns it to the Company within 60 days of the Grant Date.

2. Rights as a Stockholder. (a) Voting. During the Restriction Period (as defined in section 4), the Participant shall have the right to vote the Restricted Stock.

(b) Dividends and Other Distributions. If any dividends are paid or other distributions are made on the Company’s Shares, such dividends and other distributions shall be paid in the same proportion on the Restricted Stock to the Company for the account of the Participant and paid to the Participant, without interest, when the Restricted Stock vests. Participant will forfeit automatically any dividends and other distributions held by the Company for the account of the Participant if the Restricted Stock is forfeited.

3. Custody of Certificates Representing Restricted Stock. The Company shall hold the certificate or certificates representing the Restricted Stock until the Award vests in accordance with section 4.

4. Restriction Period and Vesting. (a) The Award shall vest (i) as set forth in the Award Notification, or (ii) earlier pursuant to Section 4(b). The period of time from the Grant Date until the Award vests is referred to as the “Restriction Period”.

(b) If the Participant’s employment by the Company terminates by reason of Disability, or death, the Restricted Stock shall become fully vested on the date of the Participant’s termination of employment.

(c) If the Participant’s employment by the Company terminates by reason of Retirement, the Award will continue to vest unless Participant accepts any employment, assignment, position or responsibility, or acquires any ownership interest (other than holding and making investments in common equity securities of any corporation, limited partnership or other entity that has its common equity securities traded in a generally recognized market, provided such equity interest does not exceed 5% of the outstanding shares or equity interests in such corporation, limited partnership or other entity), which involves the Participant’s participation in a hotel and leisure company engaged in the operation of owned hotels, management of hotels, franchising hotels, development and operation of vacation ownership resorts and the marketing or selling of vacation ownership interests, in which case the Participant shall forfeit automatically any unvested Restricted Stock. If Participant dies prior to the vesting of the entire Award following termination of employment by reason of Retirement, the Award shall become fully vested on the date of death.

(d) If the Participant’s employment by the Company terminates for any reason other than Disability, Retirement or death, Participant shall forfeit automatically the portion of the Award that is not vested as of the effective date of the Participant’s termination of employment and such portion shall be cancelled by the Company.

5. Additional Terms and Conditions.

5.1. Nontransferability of Award. Restricted Stock shall not be transferable except by will or the laws of descent and distribution.

5.2. Required Tax Payments and Withholding Shares. As a condition precedent to the delivery of any Shares at the expiration of the Restriction Period, the Participant shall pay to the Company all applicable federal, state, local or other taxes, domestic or foreign, (the “Required Tax Payments”). Unless other arrangements are made with the consent of the Company, all Required Tax Payments will be satisfied by the Company withholding Shares otherwise to be delivered to the Participant, having a Fair Market value on the date the tax is to be determined, sufficient to make the Required Tax Payments. The Company shall withhold the whole number of shares sufficient to make the Required Tax Payments and shall make a cash payment to the Participant for the difference between the Fair Market Value of the Shares and the Required Tax Payment.

5.3. Compliance with Applicable Laws. If the listing, registration or qualification of the Restricted Stock upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary in connection with the vesting or delivery of Shares hereunder, the Restricted Stock shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. As a further condition precedent to the delivery of any Shares upon the expiration of the Restriction Period, the Participant shall comply with all regulations and requirements of any applicable regulatory authority and shall execute any documents that the Company shall in its sole discretion deem necessary or advisable.

5.4. Delivery of Certificates. Upon the expiration of the Restriction Period and payment of the Required Tax Payments, unless the Company otherwise agrees, the Company shall cause its designated broker to credit an account for Participant with the appropriate number of Shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery.

5.5. Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance with the Plan. The Participant acknowledges receipt of a copy of the Plan.

6. Miscellaneous Provisions.

6.1. Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture. References in this Agreement to sections of the Code shall be deemed to refer to any successor section of the Code or any successor internal revenue law.

6.2. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan.

6.3. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to the Company or its designated representative at corporate headquarters in White Plains, New York, Attention: Human Resources, and if to the Participant, to the address set forth for the Participant on the records of the Company or to the Participant’s e-mail or other electronic address with the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) personal delivery, (b) facsimile with confirmation of receipt, (c) e-mail or other electronic transmission to the Participant, (d) mailing in the United States mails, or (e) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, confirmation of receipt of facsimile transmission, one day after sending an e-mail or other electronic transmission to the Participant, or receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

6.4. Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be construed in accordance with and governed by the laws of the State of Maryland without giving effect to conflicts of laws principles.

6.5 Personal Data. By accepting the Award, Participant has voluntarily consented to the collection, use, processing and transfer of personal data about Participant, including Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, details of the Award for the purpose of managing and administering the Plan (“Data”). Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Company in the implementation, administration and management of the Plan.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By: David Norton, Executive Vice President, Human Resources

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(GRANT PURSUANT TO THE
2004 LONG-TERM INCENTIVE COMPENSATION PLAN)

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.

1. Award Subject to Acceptance of Agreement. The Award shall be void unless the Participant accepts this Agreement by executing the Award Notification in the space provided and returns it to the Company within 90 days of the Grant Date.

2. Rights as a Stockholder. (a) Voting. During the Restriction Period (as defined in section 3), the Participant shall not possess the right to vote the Company’s Shares in respect of the Restricted Stock Units.

(b) Dividends and Other Distributions. If any dividends are paid or other distributions are made on the Company’s Shares, such dividends and other distributions shall be paid in the same proportion on the Restricted Stock Units (whether or not vested) to the Company for the account of the Participant and paid to the Participant, without interest, as promptly as practicable following payment of such dividends or distributions on the Company Shares. If the Restricted Stock Units are forfeited for any reason, Participant will forfeit automatically any future dividends and other distributions payable on Company Shares.

3. Restriction Period and Vesting. (a) The Award shall vest as set forth in the Award Notification. Restricted Stock Units that have vested shall be converted into Company Shares and paid to the Participant upon the earlier of (i) January 2, 2008 and (ii) six months following the termination of the Participant’s employment with the Company (or a Subsidiary) for any reason. Restricted Stock Units that have not vested on the date that the Participant’s employment with the Company (or a Subsidiary) is terminated shall be forfeited and cancelled. The period of time from the Grant Date until the Award is payable in Company Shares to the Participant is referred to as the “Restriction Period”.

(b) If the Participant’s employment by the Company terminates by reason of Retirement, Disability, or death, the Restricted Stock shall become fully vested on the date of the Participant’s termination of employment.

(c) Subject to clause (d) below, if the Participant’s employment by the Company terminates for any reason other than Disability, Retirement or death, the Participant shall forfeit automatically the portion of the Award that is not vested as of the effective date of the Participant’s termination of employment and such portion shall be cancelled by the Company.

(d) Notwithstanding anything to the contrary contained herein, in the event that Participant’s employment with the Company terminates under circumstances entitling Participant to the “Severance Package” pursuant to Section 4.1 of Participant’s September 20, 2004 employment agreement with the Company or at the end of the employment term by reason of the Company providing a notice of non-renewal pursuant to Section 2.1 of such employment agreement, the Award shall become fully vested on the date of such employment termination.

4. Additional Terms and Conditions.

4.1. Nontransferability of Award. The Restricted Stock Units may not be transferred by the Participant other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except as permitted by the foregoing, the Restricted Stock Units may not be sold, transferred, assigned, pledged, hypothecated, voluntarily encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, voluntarily encumber or otherwise dispose of the Restricted Stock Units, the Restricted Stock Units and all rights hereunder shall immediately become null and void.

4.2. Required Tax Payments and Withholding Shares. As a condition precedent to the delivery of any Shares at the expiration of the Restriction Period, the Participant shall pay to the Company all applicable federal, state, local or other taxes, domestic or foreign, (the “Required Tax Payments”). Unless other arrangements are made with the consent of the Company, all Required Tax Payments will be satisfied by the Company withholding Shares otherwise to be delivered to the Participant, having a Fair Market Value on the date the tax is to be determined, sufficient to make the Required Tax Payments. The Company shall withhold the whole number of shares sufficient to make the Required Tax Payments and shall make a cash payment to the Participant for the difference between the Fair Market Value of the Shares and the Required Tax Payment.

4.3. Compliance with Applicable Laws. If the listing, registration or qualification of the Restricted Stock Units or the Shares representing such units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary in connection with the vesting or delivery of the Restricted Stock Units and Shares representing such units hereunder, the Restricted Stock Units and the Shares representing such units shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. As a further condition precedent to the delivery of any Restricted Stock Units and Shares representing such units upon the expiration of the Restriction Period, the Participant shall comply with all regulations and requirements of any applicable regulatory authority and shall execute any documents that the Company shall in its sole discretion deem necessary or advisable.

4.4. Delivery of Certificates. Upon the expiration of the Restriction Period and payment of the Required Tax Payments, unless the Company otherwise agrees, the Company shall cause its designated broker to credit an account for Participant with the appropriate number of Shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery.

4.5. Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance with the Plan. The Participant acknowledges receipt of a copy of the Plan.

5. Miscellaneous Provisions.

5.1. Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture. References in this Agreement to sections of the Code shall be deemed to refer to any successor section of the Code or any successor internal revenue law.

5.2. Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan.

5.3. Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to the Company or its designated representative at corporate headquarters in White Plains, New York, Attention: Human Resources, and if to the Participant, to the address set forth for the Participant on the records of the Company or to the Participant’s e-mail or other electronic address with the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing by (a) personal delivery, (b) facsimile with confirmation of receipt, (c) e-mail or other electronic transmission to the Participant, (d) mailing in the United States mails, or (e) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, confirmation of receipt of facsimile transmission, one day after sending an e-mail or other electronic transmission to the Participant, or receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

5.4. Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be construed in accordance with and governed by the laws of the State of Maryland without giving effect to conflicts of laws principles.

5.5 Personal Data. By accepting the Award, Participant has voluntarily consented to the collection, use, processing and transfer of personal data about Participant, including Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, details of the Award for the purpose of managing and administering the Plan (“Data”). Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Company in the implementation, administration and management of the Plan.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
By: David Norton, Executive Vice President, Human Resources

Contact: K.C. Kavanagh

Starwood Hotels & Resorts
914-640-8339

ROBERT F. COTTER, PRESIDENT AND CHIEF OPERATING OFFICER

FOR STARWOOD HOTELS & RESORTS
ANNOUNCES PLANS TO RETIRE

WHITE PLAINS, NY – February 14, 2005 – Robert F. Cotter, President and Chief Operating Officer for Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT), announced today that he plans to retire December 31, 2005. Mr. Cotter, 53, joined Sheraton Hotels in 1973 right out of college and spent most of his career with the hotel giant and later with Starwood Hotels & Resorts when it acquired Sheraton in 1998. Mr. Cotter made the announcement today during a worldwide associates meeting with Steven J. Heyer, Starwood’s Chief Executive Officer and Barry S. Sternlicht, Starwood’s founder and Executive Chairman.

“I’ve had a magical career that has been both awesomely challenging and awesomely rewarding,” said Mr. Cotter. “My children have literally grown up in the business and have had the magnificent opportunity to travel the world and live on several continents where we’ve met many of our most cherished friends. I am so proud to see the company in the stellar shape that it is today, with a management team that is the best in the industry and Barry and Steve providing outstanding leadership and vision at the top. The timing seems right to say farewell and with my wife indulge in our other passions, namely our family and friends, travel and the Wake Up Call, our sport fishing boat.”

“Bob is an industry icon and absolutely revered by those who have had the good fortune to work with him during his more than 30 year career,” said Barry S. Sternlicht, Starwood’s founder and Executive Chairman. “I am one of those lucky folks and he has proven a loyal partner and friend and a big contributor to Starwood’s success.”

Mr. Cotter was named Chief Operating Officer in 2000 and President in 2004, responsible for company operations and involved in shaping Starwood’s strategic direction. Prior to that, he served as President, International Operations, a post he was named to in 1999 after serving as President and Chief Operating Officer, Europe, a position he held since 1994. Prior to that he served as Senior Vice President and President of the company’s Asia-Pacific Division, based in Hong Kong.

“Bob has been a mentor to many, shaping and influencing so many outstanding executives around the globe for which Starwood is very fortunate,” said Steven J. Heyer, Starwood’s Chief Executive Officer. “His legacy at Starwood is secured, and he leaves us in outstanding shape. I wish him all the best, and may the fish bite.”

According to Mr. Heyer, there are no immediate plans to replace Mr. Cotter’s position. Mr. Cotter’s direct reports will for now report to Mr. Heyer. Mr. Cotter will remain with the company in an advisory role through the end of 2005.

In 1992, Business Travel News named Mr. Cotter one of the 25 most influential executives in the travel industry. He serves on the Marketing Committee of the American Hotel & Motel Association and is a Fellow of the Institute of Certified Travel Agents. Mr. Cotter is a member of the Board of Trustees of Boston College. He served as Chairman and Managing Director, Ciga SpA and was part of the Board of Directors of Ciga SpA in Milan, Italy.

A native of Brockton, Massachusetts, Mr. Cotter graduated from Boston College in 1973 with a Bachelor of Arts in Philosophy. He and his wife Betsy have three children.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with more than 750 properties in more than 80 countries and 110,000 employees at its owned and managed properties. With internationally renowned brands, Starwood is a fully integrated owner, operator and franchisor of hotels and resorts including: St. Regis, The Luxury Collection, Sheraton, Westin, Four Points by Sheraton, W brands, as well as Starwood Vacation Ownership, Inc., one of the premier developers and operators of high quality vacation interval ownership resorts. For more information, please visit www.starwoodhotels.com

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