-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PygcMMGfDo8j7q/5t6i3YuwJ9KQHabAkt4aaQg0SMOE6bwjvOpUu+iiWL+0CPRMO Nc+Ejw2CO1uprBtV8GjTVg== 0000950103-98-000419.txt : 19980416 0000950103-98-000419.hdr.sgml : 19980416 ACCESSION NUMBER: 0000950103-98-000419 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980415 EFFECTIVENESS DATE: 19980415 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SODEXHO MARIOTT SERVICES INC CENTRAL INDEX KEY: 0000905036 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 520936594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-66624 FILM NUMBER: 98594589 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013803000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT INTERNATIONAL INC DATE OF NAME CHANGE: 19930517 S-8 POS 1 As filed with the Securities and Exchange Commission on April 15, 1998 Registration No. 33-66624 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SODEXHO MARRIOTT SERVICES, INC. (Exact name of Registrant as specified in its charter) Delaware 52-0936594 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10400 Fernwood Road Bethesda, Maryland 20817 (Address of principal Executive Offices, including zip code) SODEXHO MARRIOTT SERVICES, INC. 1993 COMPREHENSIVE STOCK INCENTIVE PLAN AND SODEXHO MARRIOTT SERVICES, INC. 1998 COMPREHENSIVE STOCK INCENTIVE PLAN (Full title of the plan) Robert A. Stern Senior Vice President and General Counsel Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 (Name and address of agent for service) (301) 380-3100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================================================================== Proposed Maximum Proposed Offering Price Maximum Aggregate Amount of Title of Securities to be Registered Amount to be Registered(3) Per Share Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $1 par value per share(1)(2).. 10,000,000 shares (4) (4) (4) ==================================================================================================================================
(1) Includes rights ("Rights") issuable pursuant to that certain Rights Agreement between the Registrant and Bank of New York dated as of October 8, 1993, as amended, which Rights are currently carried and traded with shares of the Registrant's Common Stock (including shares registered hereunder). The value attributable to the Rights, if any, is reflected in the value of the Registrant's Common Stock. (2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued pursuant to the SMS Plans (as defined below) as a result of stock splits, stock dividends or similar transactions. (3) The Registrant hereby amends this Registration Statement wherein 34,000,000 shares of Marriott International, Inc. common stock, $1.00 par value, were registered for issuance under the Marriott International, Inc. 1993 Comprehensive Stock Incentive Plan (the "MI 1993 Plan") and the Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan (the "MI 1996 Plan" and, together with the MI 1993 Plan, the "Predecessor Plans"), on July 27, 1993 and October 31, 1997. On March 27, 1998, the Registrant (i) distributed to its stockholders all of the outstanding shares of its wholly-owned subsidiary, New Marriott MI, Inc. (the "Distribution"), (ii) effected a one-for-four reverse stock split with respect to its common stock (the "Reverse Stock Split") and (iii) effected a merger of its wholly-owned subsidiary, Marriott-ICC Merger Corp., with and into International Catering Corporation (the "Merger", and together with the Distribution and Reverse Stock Split, the "Transactions"). On such date, the Registrant changed its name from Marriott International, Inc. to Sodexho Marriott Services, Inc., and the MI 1993 Plan was amended and restated as the Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan (the "SMS 1993 Plan"), and the MI 1996 Plan was amended and restated as the Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan (the "SMS 1998 Plan", and together with the SMS 1993 Plan, the "SMS Plans"). As a result of the Transactions, in accordance with the terms of the Predecessor Plans, the Board of Directors of the Registrant has adjusted the number of shares available for issuance under the SMS Plans so that (i) no shares are reserved for issuance under the SMS 1993 Plan other than shares reserved for issuance upon the exercise of outstanding awards under such plan and (ii) ten million (10,000,000) shares are reserved for issuance under the SMS 1998 Plan, including shares reserved for issuance upon the exercise of currently outstanding awards under the SMS Plans. (4) The filing fee for the registered securities was previously paid with the MI 1993 Plan Registration Statement on July 23, 1993. ============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. On March 27, 1998, Marriott International, Inc. ("Marriott") distributed to its stockholders all of the outstanding shares of its wholly-owned subsidiary, New Marriott MI, Inc. ("New Marriott") (the "Distribution"), (ii) effected a one-for-four reverse stock split with respect to its common stock (the "Reverse Stock Split") and (iii) effected a merger of its wholly-owned subsidiary, Marriott-ICC Merger Corp., with and into International Catering Corporation (the "Merger", and together with the Distribution and Reverse Stock Split, the "Transactions"). In connection with the Transactions, Marriott changed its name to Sodexho Marriott Services, Inc. ("SMS"). References in this Amendment No. 2 to the Registration Statement (the "Registration Statement") to the "Company" are to Marriott prior to the Transactions and to SMS upon and following the effective time of Transactions. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Amendment No. 2 to Registration Statement and made a part thereof: (a) Annual Report on Form 10-K of the Company for the fiscal year ended January 2, 1998. (b) Current Report on Form 8-K of the Company filed April 3, 1998. (c) Description of the Company's Common Stock and Rights contained in the Company's registration statement on Form 8-A dated September 30, 1993, as amended by the Company's registration statement on Form 8-A/A dated October 15, 1997. In addition to the foregoing, all documents subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (before the filing of a post-effective amendment to the registration statement which indicates that all securities offered hereby have been issued or that deregisters all securities then remaining hereunder) shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interest of Named Experts and Counsel. The consolidated financial statements of the Company included in the Annual Report on Form 10-K under the Exchange Act for the fiscal year ended January 2, 1998 which is incorporated in this Registration Statement by reference, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in giving said reports. Joseph Ryan, who in October 1997 issued the opinion of the Company's Law Department on the legality of the common stock of the Company offered hereby, was at that time Executive Vice President and General Counsel of the Company. At such time, Mr. Ryan owned Company common stock and restricted and deferred Company common stock. He also held employee stock options to purchase Company common stock. As a result of the Transactions, Mr. Ryan's stock options were converted into options to purchase shares of stock of New Marriott. Mr. Ryan does not currently hold any positions with the Company. William O. Kafes, who in 1993 issued the opinion of Marriott Corporation's Law Department on the legality of the common stock of the Company offered hereby, was at that time Vice President and Associate General Counsel of Marriott Corporation. At such time, Mr. Kafes held employee stock options to purchase shares of common stock of Marriott Corporation, and upon retirement or other termination of employment with Marriott Corporation, Mr. Kafes was entitled under the employee deferred stock incentive plan to receive shares of common stock of Marriott Corporation. In connection with Marriott Corporation's distribution to stockholders, on October 8, 1993, on a share- for-share basis, of all the outstanding shares of common stock of the Company following approval by the stockholders at an Annual Meeting (the "1993 Distribution"), Mr. Kafes' employee stock options were converted into two separate exercisable options, one of which was the right to purchase common stock of the Company. In connection with the 1993 Distribution, Mr. Kafes had a one time election to convert each deferred share of common stock of Marriott Corporation reserved for him under the employee deferred stock incentive plan to either (i) one share each of the common stock of Host Marriott Corporation (as Marriott Corporation was renamed as of the 1993 Distribution) and the common stock of the Company or (ii) the number of shares of common stock of the Company necessary to reflect the value of his deferred shares immediately before the 1993 Distribution. Mr. Kafes does not currently own any options or other awards with respect to shares of the Company. Item 6. Indemnification of Directors and Officers. Article 8 of the Company's Amended and Restated Certificate of Incorporation (the "Certificate") and Section 6.09 of the Company's Amended and Restated Bylaws ("Bylaws") define the rights of individuals, including directors and officers of the Company, to indemnification by the Company in the event of personal liability or expenses incurred by them as a result of pending or threatened claims against them. Article 9 of the Certificate limits the personal liability of directors to the Company and its stockholders for monetary damages for breach of fiduciary duty. These provisions of the Certificate and Bylaws are collectively referred to herein as the "Director Liability and Indemnification Provisions." The Director Liability and Indemnification Provisions are consistent with Section 102(b)(7) of the Delaware General Corporation Law ("Delaware Law"), which is designed, among other things, to encourage qualified individuals to serve as directors of Delaware corporations by permitting Delaware corporations to include in their certificates of incorporation a provision limiting or eliminating directors' liability for monetary damages and with other existing Delaware Law provisions permitting indemnification of certain individuals, including directors and officers. In performing their duties, directors of a Delaware corporation are obligated as fiduciaries to exercise their business judgment and act in what they reasonably determine in good faith, after appropriate consideration, to be the best interests of the corporation and its stockholders. Decisions made on that basis are protected by the so-called "business judgment rule." However, the expense of defending lawsuits means that, as a practical matter, adequate insurance and indemnity provisions are often a condition of an individual's willingness to serve as director of a Delaware corporation. Delaware Law has for some time specifically permitted corporations to provide indemnity and procure insurance for its directors and officers. Set forth below is a description of the Director Liability and Indemnification Provisions. Such description is intended as a summary only and is qualified in its entirety by reference to the Certificate and the Bylaws. Elimination of Liability in Certain Circumstances. Article 9 of the Certificate protects each director against monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law or (iv) for any transaction from which the director derived an improper personal benefit. Under Delaware Law, absent provisions such as are in Article 9, directors could generally be held liable for gross negligence for decisions made in the performance of their duty of care. Article 9 eliminates such liability. Under Section 174 of Delaware Law, however, directors remain personally liable for unlawful dividends or unlawful stock repurchases or redemptions and a negligence standard applies to such liability. While the Director Liability and Indemnification Provisions provide directors with protection from liability for monetary damages for breaches of the duty of care, they do not eliminate a director's duty of care. Accordingly, these provisions will have no effect on the availability of equitable remedies such as an injunction or rescission based upon a director's breach of the duty of care. Article 9 will apply to officers of the Company only if they are directors of the Company and are acting in their capacity as directors, and will not apply to officers of the Company who are not directors. The elimination of liability of directors for monetary damages in the circumstances described above may deter persons from bringing third-party or derivative actions against directors to the extent such actions seek monetary damages. Indemnification and Insurance. Under Section 145 of Delaware Law, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation (a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of the derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action, and Delaware Law requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the Company. Section 6.09 of the Bylaws provides as follows: (a) Each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or a Subsidiary, or is or was serving at the request of the Company or a Subsidiary as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Company to the fullest extent permitted from time to time by Delaware Law as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect, and such indemnification shall continue to a person who has ceased to be such a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, that the Company shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors or is a Proceeding to enforce such person's claim to indemnification pursuant to the rights granted by this Bylaw. The Company shall pay the expenses incurred by such person in defending any such Proceeding in advance of its final disposition upon receipt (unless the Company upon authorization of the Board of Directors waives such requirement to the extent permitted by applicable law) of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized by this Bylaw or otherwise. (b) The indemnification and the advancement of expenses incurred in defending a Proceeding prior to its final disposition provided by, or granted pursuant to this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, other provision of these bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal, modification or amendment of, or adoption of any provision inconsistent with, this Section 6.09, nor to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at or with respect to any events that occurred prior to, the time of such repeal, amendment adoption or modification. (c) The Company may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, partner, member, employee, or agent of the Company or a Subsidiary or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware Law. (d) If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (e) For purposes of these Bylaws: (i) "Disinterested Director" means a director of the Company who is not and was not a party to the proceeding or matter in respect of which indemnification is sought by the claimant. (ii) "Subsidiary" means a corporation, a majority of the capital stock of which is owned directly or indirectly by the Company. Article 8 of the Company Certificate provides that a person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company will be indemnified by the Company to the fullest extent provided by Delaware Law. Article 8 also provides that the Company may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in Article 8. Item 8. Exhibits. No. Description - --- ----------- (4) (a) Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan. (b) Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan. (c) Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit No. 3(a) to Report on Form 8-K dated April 3, 1998). (d) Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit No. 3(b) to Report on Form 8-K dated April 3, 1998). (e) Rights Agreement between the Company and the Bank of New York (incorporated by reference to Exhibit No. 4.2 to Report on Form 8-K dated October 25, 1993). (f) Amendment No. 1 to Rights Agreement between the Company and Bank of New York (incorporated by reference to Exhibit 1 to Form 8- A/A dated October 15, 1997). (g) Amendment No. 2 to Rights Agreement between the Company and Bank of New York. (5) (a) Opinion of Marriott Corporation's Law Department regarding the legality of the securities being registered (incorporated by reference to exhibit 5(a) to Registration Statement No. 33-66624, filed on July 27, 1993). (b) Opinion of Marriott International, Inc.'s Law Department regarding the legality of the securities registered (incorporated by reference to exhibit 5(b) to Registration Statement No. 33-66624, filed on October 31, 1997). (23) (a) Consent of Arthur Andersen LLP. (b) The consents of Marriott International Inc.'s Law Department are contained in the opinions of such counsel incorporated by reference as Exhibits 5(a) and 5(b) to this Registration Statement. Item 9. Undertakings. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section l5(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report under section l5(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in said Act and therefore may be unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling persons of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether or not such indemnification by it is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland, on this 15th day of April, 1998. By /s/ Robert A. Stern -------------------------------------- Robert A. Stern Senior Vice President and General Counsel POWERS OF ATTORNEY Each person whose signature appears below constitutes and appoints Charles D. O'Dell, Lawrence E. Hyatt and Robert A. Stern as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed below by the following persons on behalf of the Company in the capacities and on the date indicated above. Signature Title --------- ----- PRINCIPAL EXECUTIVE OFFICER: /s/ Charles D. O'Dell - ---------------------------- President and Chief Executive Officer Charles D. O'Dell PRINCIPAL FINANCIAL OFFICER: /s/ Lawrence E. Hyatt - ---------------------------- Senior Vice President and Chief Lawrence E. Hyatt Financial Officer PRINCIPAL ACCOUNTING OFFICER: /s/ Robert Drury - ---------------------------- Corporate Treasurer Robert Drury DIRECTORS: /s/ William J. Shaw - ---------------------------- Chairman of the Board William J. Shaw /s/ Charles D. O'Dell - ---------------------------- Director Charles D. O'Dell /s/ Pierre Bellon - ---------------------------- Director Pierre Bellon /s/ Bernard Carton - ---------------------------- Director Bernard Carton /s/ Edouard de Royere - ---------------------------- Director Edouard de Royere /s/ John W. Marriott III - ---------------------------- Director John W. Marriott III /s/ Doctor R. Crants - ---------------------------- Director Doctor R. Crants /s/ Daniel J. Altobello - ---------------------------- Director Daniel J. Altobello INDEX TO EXHIBITS Subsequently Exhibit Numbered Number Exhibit Page - ------- ------- ------------ (4) (a) Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan. 10 (b) Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan. 27 (c) Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit No. 3(a) to Report on Form 8-K dated April 3, 1998). (d) Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit No. 3(b) to Report on Form 8-K dated April 3, 1998). (e) Rights Agreement between the Company and the Bank of New York (incorporated by reference to Exhibit No. 4.2 to Form 8-K dated October 25, 1993). (f) Amendment No. 1 to Rights Agreement between the Company and Bank of New York (incorporated by reference to Exhibit 1 to Form 8-A/A dated October 15, 1997). (g) Amendment No. 2 to Rights Agreement between the Company and Bank of New York. 54 (5) (a) Opinion of Marriott Corporation's Law Department regarding the legality of the securities being registered (incorporated by reference to exhibit 5(a) to Registration Statement No. 33-66624, filed on July 27, 1993). (b) Opinion of Marriott International, Inc.'s Law Department regarding the legality of the securities being registered (incorporated by reference to exhibit 5(b) to Registration Statement No. 33-66624, filed on October 31, 1997). (23) (a) Consent of Arthur Andersen LLP. 59 (b) The consents of Marriott International Inc.'s Law Department are contained in the opinions of such counsel incorporated by reference as Exhibits 5(a) and 5(b) to this Registration Statement. EX-4.A 2 Exhibit (4)(a) 1993 Comprehensive Stock Incentive Plan Sodexho Marriott Services, Inc. Contents Page Article 1. Amendment and Restatement, Establishment, Purpose, And Duration...................................................1 Article 2. Definitions and Construction................................1 Article 3. Administration..............................................4 Article 4. Shares Subject to the Plan..................................5 Article 5. Participation...............................................6 Article 6. Stock Options...............................................6 Article 7. Restricted Stock............................................10 Article 8. Deferred Stock..............................................11 Article 9. Amendment, Modification, and Termination....................12 Article 10. Tax Withholding.............................................13 Article 11. Indemnification.............................................13 Article 12. Successors..................................................13 Article 13. Legal Construction..........................................13 SODEXHO MARRIOTT SERVICES, INC. 1993 COMPREHENSIVE STOCK INCENTIVE PLAN Article 1. Amendment and Restatement, Purpose, And Duration 1.1 Amendment and Restatement of the Plan. Marriott International, Inc., a Delaware corporation to be renamed Sodexho Marriott Services, Inc. after the Distribution (as defined below) and the Merger (as defined below) (the "Company"), hereby amends and restates the Marriott International, Inc. 1993 Comprehensive Stock Incentive Plan (the "Predecessor Plan") as set forth herein, such amended and restated plan to be known as the "Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan" (hereinafter referred to as the "Plan"). The Plan as amended and restated herein shall become effective as of the effective time of the Merger (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof. 1.2 Purpose of the Plan. The purpose of the Plan is to promote and enhance the long-term growth of the Company by aligning the personal interests of Employees to those of Company shareholders and allowing such Employees to participate in the growth, development and financial success of the Company, through the issuance and administration of 1998 Conversion Awards. 1.3 Duration of the Plan. The Plan as amended and restated shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors of the Company to amend or terminate the Plan at any time pursuant to Article 9 hereof, until all 1998 Conversion Awards have been exercised, vested, paid, forfeited or otherwise terminated. Article 2. Definitions and Construction Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized: 2.1 "Allocation Agreement" means the Employee Benefits and Other Employment Matters Allocation Agreement by and between Marriott International, Inc. (To Be Renamed Sodexho Marriott Services, Inc.) and New Marriott MI, Inc. (To Be Renamed Marriott International, Inc.) dated as of September 30, 1997. 2.2 "Amendment Agreement" means the Amendment Agreement dated as of January 28, 1998 by and among the Company, Marriott-ICC Merger-Corp., New Marriott MI, Inc., Sodexho Alliance S.A. and ICC. 2.3 "Award" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, or Deferred Stock. 2.4 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. 2.5 "Board" or "Board of Directors" means the Board of Directors of the Company. 2.6 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 2.7 "Committee" has the meaning set forth in Section 3.1. 2.8 "Company" means Marriott International, Inc. which, after the Distribution and the Merger, will be renamed Sodexho Marriott Services, Inc., together with any and all Subsidiaries, and any successor thereto as provided in Article 12 herein. 2.9 "Compete" means to engage, individually or as an employee, consultant or owner (more than 5%) of any entity, in any business engaged in significant competition with any business operated by the Company. 2.10 "Deferred Stock" means Shares subject to an Award of a Deferred Stock Agreement granted under the terms and conditions described in Section 8.2. 2.11 "Director" means any individual who is a member of the Board of Directors of the Company. 2.12 "Disability" means a permanent and total disability, within the meaning of Code Section 22(e)(3), as determined by the Committee in good faith, upon receipt of sufficient competent medical advice from one or more individuals, selected by or satisfactory to the Committee, who are qualified to give professional medical advice. 2.13 "Distribution" means the distribution to the holders of outstanding shares of common stock of the Company of all the outstanding shares of capital stock of New Marriott MI, Inc. as provided in the Distribution Agreement. 2.14 "Distribution Agreement" means the Distribution Agreement between Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc.") and New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc.") dated as of September 30, 1997, as amended by the Amendment Agreement. 2.15 "Effective Date" shall have the meaning ascribed to such term in Section 1.1 hereof. 2.16 "Employee" means a nonunion, salaried employee of the Company who during the thirteen four-week accounting periods prior to any date of determination worked at least 2,080 hours for the Company. 2.17 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto. 2.18 "Fair Market Value" means, unless otherwise determined in the discretion of the Committee, the average of the highest and lowest quoted selling prices for the Shares on the relevant date, or (if there were no sales on such date) the average so computed on the nearest day before and the nearest day after the relevant date, as prescribed by Treasury Regulation 20.2031-2(b)(2), as reported in the Wall Street Journal or a similar publication selected by the Committee. 2.19 "Incentive Stock Option" or "ISO" means an Award of an option to purchase Shares, granted under Article 6 hereof, which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code. 2.20 "Insider" shall mean an individual who is, on the relevant date, an officer, Director or more than ten percent (10%) beneficial owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, as defined under Section 16 of the Exchange Act. 2.21 "Merger" means the merger contemplated by the Agreement and Plan of Merger dated as of September 30, 1997, by and among Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc."), Marriott-ICC Merger Corp., New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc."), Sodexho Alliance, S.A. and International Catering Corporation, as amended by the Amendment Agreement. 2.22 "1998 Conversion Award" means an Award made to a Retained Employee pursuant to the Allocation Agreement solely to reflect the effect of the Distribution and Reverse Stock Split on outstanding awards made under the Predecessor Plan and held by the Retained Employee immediately before the Distribution. 2.23 "Nonqualified Stock Option" or "NQSO" means an Award of an option to purchase Shares, granted under Article 6 hereof, which is not intended to be an Incentive Stock Option. 2.24 "Non-Union Employee" means employees of the Company who are not represented by a labor union with which the Company has entered into a collective bargaining agreement. 2.25 "Officers" shall have the meaning as that term is defined in Rule 16a-1(f), as the same may be amended from time-to-time, under the Exchange Act. 2.26 "Option" means an Award of an Incentive Stock Option or of a Nonqualified Stock Option. 2.27 "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option. 2.28 "Participant" means an Employee of the Company with regard to whom an Award granted under the Plan is outstanding. 2.29 "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock is restricted in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion), and is subject to a substantial risk of forfeiture, as provided in Article 7 hereof. 2.30 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and shall include a "group", as defined in Section 13(d)(3) thereof. 2.31 "Predecessor Plan" means the Marriott International, Inc. 1993 Comprehensive Stock Incentive Plan (prior to its amendment and restatement as provided herein). 2.32 "President" means the chief executive officer of the Company however such person may be titled. 2.33 "Restricted Stock" means an Award granted to a Participant pursuant to Article 7 hereof. 2.34 "Retained Employee" has the meaning set forth in Section 2.01 of the Distribution Agreement. 2.35 "Reverse Stock Split" means the conversion of four Shares into one Share effected on or about the Effective Date, subject to shareholder approval. 2.36 "Shares" means shares of the Common Stock of the Company, or of any successor corporation adopting this Plan. 2.37 "Subsidiary" means any corporation more than fifty percent of the number of share of common stock of which is beneficially owned by the Company, or by any of its subsidiaries. Article 3. Administration 3.1 The Committee. The Plan shall be administered by the Compensation Policy Committee of the Board, or by any other committee appointed by the Board (the "Committee"). The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. 3.2 Authority of the Committee. The Committee shall have full power to construe and interpret the Plan and any agreement or instrument entered into under the Plan; to establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article 9 herein) to amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall have the full power to make all other determinations which may be necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the terms of any Award or in the terms of the Plan, in the manner and to the extent it shall deem expedient. The Committee shall be the sole and final judge of such expediency, and its determinations shall be conclusive. 3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders or resolutions of the Board of Directors shall be final, conclusive, and binding on all persons, including the Company, its stockholders, Employees, Participants, and their estates, beneficiaries or other representatives. 3.4 Unanimous Consent in Lieu of Meeting. A memorandum signed by all Committee Members shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. 3.5 No Awards Other Than 1998 Conversion Awards. Notwithstanding anything in this Plan to the contrary, on and after the Effective Date, no Awards other than 1998 Conversion Awards shall be granted or outstanding under this Plan; provided, however, that nothing in this Plan shall prohibit any adjustment of any 1998 Conversion Award to the extent allowed by Section 4.3 hereof. 3.6 Administration of Conversion Awards. To the extent required by the Allocation Agreement, the Committee shall give service credit to each Participant with respect to any continuing employment provisions under the terms of any 1998 Conversion Award for purposes of determining eligibility, vesting, or similar requirements. Article 4. Shares Subject to the Plan 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the number of Shares hereby reserved for issuance under the Plan shall be equal to the number of Shares subject to 1998 Conversion Awards after giving effect to the Distribution and Reverse Stock Split. 4.2 Lapsed Awards. If any Award granted under this Plan terminates, expires, or lapses for any reason other than pursuant to an adjustment as provided in Section 4.3 hereof, any Shares subject to such Award shall not be available for the grant of an Award by the Committee under this Plan, but such Shares shall be available for the grant of awards under the Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan. 4.3 Adjustments in Authorized Shares and Awards. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, (a) such adjustment shall be made in the number and class of Shares which may be delivered under Section 4.1 as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; and/or (b) the Committee or the board of directors, compensation committee or similar body of any other legal entity assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of outstanding Awards by the substitution on an equitable basis of appropriate equity interests or awards similar to the Awards, provided that the substitution neither enlarges nor diminishes the value and rights under the Awards; or (ii) upon written notice to the Participants, provide that Awards will be exercised, distributed, canceled or exchanged for value pursuant to such terms and conditions (including the waiver of any existing terms or conditions) as shall be specified in the notice. Any adjustment of an ISO under this paragraph shall be made in such a manner so as not to constitute a "modification" within the meaning of Section 424(h)(3) of the Code. Article 5. Participation 5.1 Participation. Only those Employees of the Company entitled to receive 1998 Conversion Awards shall participate in the Plan. 5.2 Employment. Nothing in the Plan or in any Award or Award Agreement shall interfere with or limit in any way the right of the Company to terminate any Participant's employment at any time with or without cause, or to increase or decrease the Employee's compensation from the rate in existence at the time an Award is granted, and nothing in the Plan shall confer upon any Participant any right to continue in the employ of the Company. Article 6. Stock Options 6.1 Award of Options. Subject to the terms and provisions of the Plan, Options may be awarded to Employees at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares subject to Options awarded to each Participant. The Committee may award ISOs, NQSOs, or a combination thereof. No person shall be eligible to receive Incentive Stock Option Awards who owns, directly or indirectly (as ownership is defined in Section 424(d) of the Code), more than ten percent (10%) of the voting stock of the Company or any of its subsidiaries. Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs in excess of the maximum established by Section 422 of the Code. 6.2 Options. Options awarded under the Plan shall be evidenced by stock option agreements in form consistent with the Plan as the Committee shall approve from time to time, which agreements shall contain in substance the following terms and conditions: (a) Price. The purchase price for each Share deliverable upon the exercise of an Option shall be not less than the Fair Market Value of the stock as determined by the Committee on the day the award of the Option is approved by the Committee, which shall be deemed to be the date the Option is awarded. In the case of 1998 Conversion Awards of Options, the purchase price for each Share deliverable upon the exercise of an Option shall be the amount determined in accordance with the Allocation Agreement. (b) Number of Shares. The Option agreement shall specify the number of shares to which it pertains. In the case of 1998 Conversion Awards, the number of shares to which the Option pertains may be adjusted in accordance with the Allocation Agreement. (c) Waiting Period and Exercise Dates. The shares subject to an Option may be purchased commencing one year after the date of the initial grant, said one-year period being referred to herein as the "waiting period." Following the waiting period, the shares subject to the Option may be purchased in accordance with the schedule set forth in the Option agreement, which schedule shall allow their purchase by the optionee no sooner than as follows: 25% of such shares commencing at the end of the waiting period, and an additional 25% of such shares commencing at the first day of each of the second, third, and fourth annual anniversaries of the date of the Award; provided, however, that the purchase schedule set forth in any Option agreement may specify any shorter or longer period for share purchases as the Committee may determine in its sole and absolute discretion. To the extent that an Option to purchase shares is not exercised by an optionee when it becomes initially exercisable, it shall not expire but shall be carried forward and shall be exercisable at any time thereafter, provided, however, that no such Option is exercisable after the expiration of fifteen (15) years from the date such option is granted (ten (10) years from the grant date in the case of an Incentive Stock Option), or such shorter period of time as determined by the Committee upon the award of such Option. Partial exercise will be permitted from time to time. (d) Medium and Time of Payment. Shares purchased pursuant to an Option agreement shall be paid for in full at the time of purchase, payment to be made either in cash or, if requested by the optionee and approved by the Committee, by delivery of Shares having an aggregate fair market value equal to the purchase price. Upon receipt of payment the Company shall, without transfer or issue tax to the optionee or other Person entitled to exercise the option, deliver to the optionee or such other Person either a certificate or certificates for such Shares or confirmation from the transfer agent for the Shares that said transfer agent is holding Shares for the account of the optionee or such other Person in a certificateless account. (e) Rights as a Shareholder. The optionee shall have no rights as a shareholder with respect to any Shares covered by the Option until the date of issuance of a stock certificate or confirmation for such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of exercise. (f) Non-Assignability of Option Rights. Except as may otherwise be provided by the Committee, no Option shall be assignable or transferable by the optionee except by will or by the laws of descent and distribution. During the life of an optionee, the Option shall be exercisable only by the optionee. (g) Effect of Leave of Absence, Termination of Employment or Death. Except as otherwise provided by the Committee or in any employment agreement or Award Agreement, in the event that an optionee during the optionee's lifetime goes on leave of absence for a period of greater than twelve months, or ceases to be an employee of the Company or of any subsidiary for any reason, including retirement (except a leave of absence approved by the Board or the Committee, as the case may be), any Option or unexercised portion thereof which was otherwise exercisable on the date of termination of employment shall expire unless exercised within a period of three months (one year in the case of an employee who is disabled, within the meaning of Section 22(e)(3) of the Code) from the date on which the optionee ceased to be an Employee, or has been on leave for over 12 months, but in no event after the expiration of the term for which the Option was granted; provided, however, that in the case of an optionee of an NQSO who is an "approved retiree" (as hereafter defined), said optionee may exercise such Option until the sooner to occur of (i) the expiration of such Option in accordance with its original term or (ii) one year from the date on which the Option latest in time awarded to the optionee under the Plan has become fully exercisable under Section 6.2(c) above. For purposes of the proviso to the preceding sentence: (i) an "approved retiree" is any optionee who (A) retires from employment with the Company with the specific approval of the Board or its designee on or after such date on which the total of the number of years of service with the Company (each such year to be a period of twelve consecutive calendar months during which the optionee was paid for 1200 or more hours of work) when added to the age of the optionee equals or exceeds 75, and (B) has entered into an agreement not to compete in form and substance satisfactory to the Company; (ii) any time period during which an optionee may continue to exercise an Option within clause (ii) of said proviso shall count in determining compliance with any schedule pursuant to Section 6.2(c) above; and (iii) if an approved retiree is subsequently found by the Company to have violated the provisions of the non-competition agreement referred to in clause (i)(B) of this sentence, said optionee shall have ninety (90) days from the date of such finding within which to exercise any then exercisable options. Except as otherwise provided by the Committee or in any employment agreement or Award agreement, in the event of the death of an optionee during the three month period described above for exercise of an Option by a terminated optionee or one on leave for over 12 months then the Option shall be exercisable by the optionee's personal representatives, heirs or legatees to the same extent and during the same period that the optionee could have exercised the Option if the optionee had not died. Except as otherwise provided by the Committee or in any employment agreement or Award Agreement, in the event of the death of an optionee while an employee or an approved retiree of the Company or any Subsidiary, the total Option granted to the deceased employee (but only if the waiting period has elapsed), shall be exercisable by the decedent's personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the optionee, but in no event after the expiration of the term for which the Option was granted. Except as otherwise provided by the Committee or in any employment agreement or Award Agreement, in the event that an optionee ceases to be an employee of the Company or any Subsidiary for any reason, including death or retirement prior to the lapse of the waiting period, the Option shall terminate and be null and void. (h) Leave of Absence. In the case of an employee who is on approved leave of absence in excess of twelve months, the Committee may, as it deems equitable, make provision for the continuance of the Option during the period of the leave of absence, except that in no event shall an Option be exercised after the expiration of the term for which such Option was granted. (i) General Restriction. Each Option shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as, for example, a condition of, or in connection with, the issue or purchase of Shares thereunder, such option may not be exercised 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 Committee. (j) Designation of Option. Each option issued under the Plan shall be clearly identified as an Incentive Stock Option or as a Non-Qualified Stock Option. 6.3 Incentive Stock Options. The Committee may designate that any Options granted pursuant to the Plan shall be Incentive Stock Options, any such designation to be subject to the following terms and conditions: (a) Exercised Options. No Option which has been exercised may retroactively be designated as an Incentive Stock Option. (b) No Incentive Stock Option shall be granted later than ten years from the earlier of the date the Predecessor Plan was adopted or the date the Predecessor Plan was approved by shareholders. (c) Limitation on Annual Exercise. In the case of all Incentive Stock Options granted hereunder, the aggregate fair market value (determined at the time the options are granted) of the stock for which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under plans of the Company and any of its subsidiaries) shall not exceed $100,000. (d) Compliance with Code. Any designation of an option as an Incentive Stock Option and any related Option agreement shall be subject to and contain such further terms and conditions as shall be necessary to comply with all provisions of the Code (including any regulations thereunder or interpretations thereof) which apply to Incentive Stock Options (as defined in Section 422(b) of the Code). In addition, the Committee may, with respect to any Option (and any related Option agreement) granted hereunder which is designated as an Incentive Stock Option, adopt any amendment thereto which it may deem necessary or advisable to comply with the provisions of Section 422 of the Code. Article 7. Restricted Stock 7.1 Award of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may award Shares of Restricted Stock to Employees in such amounts, and bearing such restrictions, as the Committee shall determine. 7.2 Restricted Stock Agreement. Each Restricted Stock award shall be evidenced by a Restricted Stock Agreement that shall specify the Period of Restriction, or Periods, the number of Shares of Restricted Stock awarded, and such other provisions as the Committee shall determine. 7.3 Nature of Restrictions. The restrictions to be imposed on the Shares of Restricted Stock to be awarded to eligible key employees shall be removed in phases over a period of years depending upon the fulfillment of conditions to be determined by the Committee such as: (1) continued employment with the Company over a prescribed period of time, and (2) the Employee's refraining from Competing with the Company or otherwise engaging in activities which are inimical to the Company's best interests. It is intended that the restrictions imposed by the Committee will, until released, constitute a "substantial risk of forfeiture" of the Shares of Restricted Stock within the meaning of Section 83(c)(1) of the Code and Section 1.83-3 of the Federal Income Tax Regulations and are to be construed accordingly. If the conditions are not met, then any Shares that otherwise would be freed from the restrictions will be returned to the Company for cancellation. 7.4 Nontransferability of Restricted Stock. Except as provided in this Article 7, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable period of restriction established by the Committee and specified in the Restricted Stock agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock agreement. All rights with respect to the Shares of Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant. 7.5 Removal of Restrictions. Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by each Restricted Stock award made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction. 7.6 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares. 7.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other distributions paid with respect to those Shares while they are so held. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 7.8 Termination of Employment. In the event an Employee's employment with the Company is terminated because of (i) his or her death, or (ii) mental or physical disability of such a nature as to render him or her incapable of performing his or her normally assigned duties, the releases of the Shares pursuant to this Article 7 shall nevertheless continue in the same manner as though his or her active employment with the Company were continuing on a satisfactory performance basis; and Employee's rights thereunder in case of death or mental incapacity shall inure to the benefit of his or her executors, administrators, personal representatives, and assigns. Article 8. Deferred Stock 8.1 Award of Deferred Stock. Subject to the terms and conditions of the Plan, the Board or Committee, in response to a recommendation from the President, may award a Deferred Stock Agreement. 8.2 Deferred Stock Agreements. Deferred Stock Agreements reserve Shares of Common Stock for the benefit of the Employee subject to the following conditions: (a) Vesting. Shares contingently vest in pro rata annual installments until age 65 or over a specified number of years. If the Employee's employment with the Company is terminated for any reason, including death, permanent disability or retirement, all reserved shares not vested before such termination will be forfeited and the Deferred Stock Agreement terminated. (b) Distribution of Shares. Vested Shares will be distributed to the Employee in ten consecutive annual installments, or over such shorter period as the President may direct, commencing on January 2 following the date the Employee retires, becomes permanently disabled, or attains at least age 65 and is no longer employed by the Company. Upon the Employee's death all undistributed vested shares will be distributed in one distribution to the deceased Employee's designated beneficiaries or, in absence of such beneficiaries, to the Employee's estate. (c) Conditions. Distribution of shares subject to Deferred Stock Agreements is conditioned upon: (i) The Employee not competing with the Company, without obtaining the Company's written consent, at any time before all Shares reserved for the Employee's benefit under the Deferred Stock Agreement have been distributed or forfeited, (ii) The Employee not committing any criminal offense or malicious tort relating to or against the Company, and (iii) The Employee having provided the Company with a current address where Shares may be distributed. If said conditions are not met all undistributed Shares will be forfeited and the Deferred Stock Agreement terminated. 8.3 Assignment. An Employee's rights under a Deferred Stock Agreement may not, without the Company's written consent, be assigned or otherwise transferred, nor shall they be subject to any right or claim of an Employee's creditors, provided that the Company may offset any amounts owing to or guaranteed by the Company, or owing to any credit union related to the Company against the value of Shares to be distributed under Deferred Stock Agreements. Article 9. Amendment, Modification, and Termination 9.1 Amendment, Modification, and Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend, or modify the Plan. The termination, amendment, or modification of the Plan may be in response to changes in the Code, Exchange Act, national securities exchange regulations, or for other reasons deemed appropriate by the Committee. However, without the approval of the stockholders of the Company, no such termination, amendment, or modification may: (a) Increase the number of Shares specified in Section 4.1 of the Plan, or the total number of shares for which Options may be granted under this Plan, except as provided in Section 4.3 herein; or (b) Materially modify the requirements as to eligibility for participation in the Plan; or (c) Materially increase the benefits accruing to Participants under the Plan; or (d) Extend the maximum period after the date of grant during which Options may be exercised; or (e) Change the provisions of the Plan regarding Option Price or the waiting period for exercise of Options, except as provided in Sections 4.3 or 6.2 hereof. The termination or any modification or amendment of the Plan shall not, without the consent of an Employee, affect the Employee's rights under an Award previously granted to the Employee. With the consent of the Employee affected, the Committee may amend an outstanding Award Agreement in a manner consistent with the Plan. 9.2 Awards Previously Granted. No termination, amendment, or modification of the Plan shall in any manner adversely affect any Award previously granted under the Plan, without the written consent of the Participant. Article 10. Withholding The Company shall have the power and the right to deduct from any amount otherwise due to the Participant, or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. With respect to withholding required in connection with any Award, the Company may require, or the Committee may permit a Participant to elect, that the withholding requirement be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. Any election by a Participant shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Article 11. Indemnification Each Person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Article 12. Successors All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, of all or substantially all of the business and/or assets of the Company, or a merger, consolidation, or otherwise. Article 13. Legal Construction 13.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 13.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 13.3 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 13.4 Governing Law. To the extent not preempted or otherwise governed by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Maryland. EX-4.B 3 Exhibit (4)(b) 1998 Comprehensive Stock Incentive Plan Sodexho Marriott Services, Inc. Contents Page Article 1. Amendment and Restatement, Objectives, and Duration.............1 Article 2. Definition......................................................1 Article 3. Administration..................................................5 Article 4. Shares Subject to the Plan and Maximum Awards...................6 Article 5. Eligibility and Participation...................................7 Article 6. Stock Options...................................................7 Article 7. Other Awards...................................................10 Article 8. Performance Measures for Awards................................11 Article 9. 1998 Conversion Awards and ICC Conversion Options..............12 Article 10. Beneficiary Designation........................................12 Article 11. Deferrals......................................................12 Article 12. Rights of Employees............................................12 Article 13. Amendment, Modification, and Termination.......................13 Article 14. Withholding....................................................14 Article 15. Indemnification................................................14 Article 16. Successors.....................................................15 Article 17. Legal Construction.............................................15 SODEXHO MARRIOTT SERVICES, INC. 1998 COMPREHENSIVE STOCK INCENTIVE PLAN Article 1. Amendment and Restatement, Objectives, and Duration 1.1 Amendment and Restatement of the Plan. Marriott International, Inc., a Delaware corporation to be renamed Sodexho Marriott Services, Inc. after the Distribution (as defined below) and the Merger (as defined below) (the "Company"), hereby amends and restates the Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan as set forth herein, such amended and restated plan to be known as the "Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan" (hereinafter referred to as the "Plan"). The Plan as amended and restated herein shall become effective as of the effective time of the Merger (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof. 1.2 Purpose of the Plan. The purpose of the Plan is to promote and enhance the long-term growth of the Company by aligning the personal interests of Employees to those of Company shareholders and allowing such Employees to participate in the growth, development and financial success of the Company. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of key Employees. 1.3 Duration of the Plan. The Plan as amended and restated shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors of the Company to amend or terminate the Plan at any time pursuant to Article 13 hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions. Article 2. Definitions Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized: 2.1 "Allocation Agreement" means the Employee Benefits and Other Employment Matters Allocation Agreement by and between Marriott International, Inc. (To Be Renamed Sodexho Marriott Services, Inc.) and New Marriott MI, Inc. (To Be Renamed Marriott International, Inc.) dated as of September 30, 1997. 2.2 "Amendment Agreement" means the Amendment Agreement dated as of January 28, 1998 by and among the Company, Marriott-ICC Merger-Corp., New Marriott MI, Inc., Sodexho Alliance S.A. and ICC. 2.3 "Award" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Other Share-Based Awards and Cash Performance-Based Awards, including 1998 Conversion Awards and ICC Conversion Options. 2.4 "Award Agreement" means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Plan. 2.5 "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. 2.6 "Beneficiary" means the person or persons designated pursuant to Article 10 hereof. 2.7 "Board" or "Board of Directors" means the Board of Directors of the Company. 2.8 "Cash Performance-Based Awards" means a Cash Performance-Based Award, as described in Article 7 herein. 2.9 "Code" means the Internal Revenue Code of 1986, as amended from time to time. 2.10 "Committee" means the Compensation Policy Committee of the Board, as specified in Article 3 herein, or such other committee appointed by the Board to administer the Plan with respect to grants of Awards. 2.11 "Company" means Marriott International, Inc. which, after the Distribution and the Merger, will be renamed Sodexho Marriott Services, Inc., together with any and all Subsidiaries, and any successor thereto as provided in Article 16 herein. 2.12 "Covered Employee" means a Participant who, as of the date of vesting and/or payout of an Award, as applicable, is one of the group of "covered employees," as defined in the regulations promulgated under Code Section 162(m), or any successor statute. 2.13 "Director" means any member of the Board. 2.14 "Disability" means a permanent and total disability, within the meaning of Code Section 22(e)(3), as determined by the Committee in good faith, upon receipt of sufficient competent medical advice from one or more individuals, selected by or satisfactory to the Committee, who are qualified to give professional medical advice. 2.15 "Distribution" means the distribution to the holders of outstanding shares of common stock of the Company of all the outstanding shares of capital stock of New Marriott MI, Inc. as provided in the Distribution Agreement. 2.16 "Distribution Agreement" means the Distribution Agreement between Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc.") and New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc.") dated as of September 30, 1997, as amended by the Amendment Agreement. 2.17 "Effective Date" shall have the meaning ascribed to such term in Section 1.1 hereof. 2.18 "Employee" means any individual who is, or will become, a full-time, active, non-union employee of the Company. Directors who are not employed by the Company shall not be considered Employees under this Plan. 2.19 "Engaging in Competition" means (i) engaging, individually or as an employee, consultant or owner (more than 5%) of any entity, in any business engaged in significant competition with any business operated by the Company; (ii) soliciting and hiring a key employee of the Company in another business, whether or not in significant competition with any business operated by the Company; or (iii) using or disclosing confidential Company information, in each case, without the approval of the Company. 2.20 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto. 2.21 "Fair Market Value" means, unless otherwise determined in the discretion of the Committee, the average of the highest and lowest quoted selling prices for the Shares on the relevant date, or (if there were no sales on such date) the average so computed on the nearest day before or the nearest day after the relevant date, as reported in the Wall Street Journal or a similar publication selected by the Committee. 2.22 "ICC" means International Catering Corporation. 2.23 "ICC Conversion Options" means an Award made pursuant to Article 9 hereof in exchange for an ICC Option as provided in Section 2.8(c) of the Merger Agreement. 2.24 "ICC Option" means an option to acquire common stock, par value $0.001 of ICC issued pursuant to the International Catering Corporation 1996 Stock Option Plan. 2.25 "Incentive Stock Option" or "ISO" means an option to purchase Shares granted under Article 6 herein, which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422. 2.26 "Insider" shall mean an individual who is, on the relevant date, an officer, Director or more than ten percent (10%) beneficial owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, as defined under Section 16 of the Exchange Act. 2.27 "Merger" means the merger contemplated by the Merger Agreement. 2.28 "Merger Agreement" means the Agreement and Plan of Merger dated as of September 30, 1997, by and among Marriott International, Inc. (To Be Renamed "Sodexho Marriott Services, Inc."), Marriott-ICC Merger Corp., New Marriott MI, Inc. (To Be Renamed "Marriott International, Inc."), Sodexho Alliance, S.A. and International Catering Corporation, as amended by the Amendment Agreement. 2.29 "1998 Conversion Award" means an Award made pursuant to Article 9 hereof and the Allocation Agreement to reflect the effect of the Distribution and the Reverse Stock Split on outstanding awards which were made under the Predecessor Plan and which were held by the grantee immediately before the Distribution. 2.30 "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Code Section 422. 2.31 "Option" means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein. 2.32 "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option. 2.33 "Other Share-Based Award" means an Other Share-Based Award, as described in Article 7 herein. 2.34 "Participant" means an individual who has an outstanding Award granted under the Plan. 2.35 "Performance-Based Exception" means the performance-based exception from the tax deductibility limitations of Code Section 162(m). 2.36 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof. 2.37 "Predecessor Plan" means the Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan (prior to its amendment and restatement as provided herein). 2.38 "Reverse Stock Split" means the conversion of four Shares into one Share effected on or about the Effective Date, subject to shareholder approval. 2.39 "Shares" means the shares of Common Stock of the Company, or of any successor company adopting this Plan. 2.40 "Subsidiary" means any corporation, partnership, joint venture or other entity in which the Company owns a majority of the equity interest by vote or value or in which the Company has a majority of the capital or profits interest. 2.41 "Year of Service" means a period of twelve (12) consecutive calendar months during which an Employee was paid for 1200 or more hours of work for the Company. Article 3. Administration 3.1 The Committee. The Plan shall be administered by the Compensation Policy Committee of the Board, or by any other committee appointed by the Board (the "Committee"). The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. 3.2 Authority of the Committee. Except as limited by law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Committee shall have full and sole power to: select Employees who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article 13 herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. The Committee's determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Agreements evidencing such Awards) need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. As permitted by law, the Committee may delegate its authority under the Plan to a Director or Employee. 3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all parties. 3.4 Unanimous Consent in Lieu of Meeting. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity in such event to hold a meeting. Article 4. Shares Subject to the Plan and Maximum Awards 4.1 Number of Shares. Subject to Sections 4.2 and 4.3 herein, and after giving effect to the Distribution, the Reverse Stock Split, and the cancellation of awards under the Predecessor Plan as provided in the Allocation Agreement, (a) in the aggregate, no more than ten million (10,000,000) Shares may be issued pursuant to 1998 Conversion Awards, 1998 conversion awards granted under the Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan, ICC Conversion Awards and Awards granted under the Plan after the Effective Date, and (b) the maximum aggregate number of Shares that may be subject to any Awards (other than 1998 Conversion Awards and ICC Conversion Options) granted in any one fiscal year to any single Employee shall be five hundred thousand (500,000) Shares. 4.2 Lapsed Awards. If any Award granted under this Plan, or any award under the Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan, is canceled, terminates, expires, or lapses for any reason, any Shares subject to such Award or award shall again be available for the grant of an Award under the Plan. 4.3 Adjustments in Authorized Shares and Awards. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of the Company, (a) such adjustment shall be made in the number and class of Shares which may be delivered under Section 4.1 and the Award limits set forth in Section 4.1 as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; and/or (b) the Committee or the board of directors, compensation committee or similar body of any other legal entity assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of outstanding Awards by the substitution on an equitable basis of appropriate equity interests or awards similar to the Awards, provided that the substitution neither enlarges nor diminishes the value and rights under the Awards; or (ii) upon written notice to the Participants, provide that Awards will be exercised, distributed, canceled or exchanged for value pursuant to such terms and conditions (including the waiver of any existing terms or conditions) as shall be specified in the notice. Any adjustment of an ISO under this paragraph shall be made in such a manner so as not to constitute a "modification" within the meaning of Section 424(h)(3) of the Code. Article 5. Eligibility and Participation 5.1 Eligibility. All Employees of the Company, including Employees who are Directors, are eligible to participate in this Plan. 5.2 Actual Participation by Employees. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, those to whom Awards shall be granted and shall determine the nature and amount of each Award. Article 6. Stock Options 6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. Options may include provisions for reload of Options exercised by the tender of Shares or the withholding of Shares with respect to the exercise of the Options. 6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement also shall specify whether the Option is intended to be an ISO within the meaning of Code Section 422, or an NQSO whose grant is intended not to fall under the provisions of Code Section 422. 6.3 Option Price. The Option Price for each grant of an Option under this Article 6 shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. 6.4 Duration of Options. Each Option granted under this Article 6 shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no Option shall be exercisable later than the fifteenth (15th) anniversary date of its grant. 6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Employee. The ability of an Employee to exercise an Option is conditioned upon the Employee not committing any criminal offense or malicious tort relating to or against the Company. 6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, or (b) if permitted in the governing Award Agreement, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price), or (c) if permitted in the governing Award Agreement, by a combination of (a) and (b). The Committee also may allow cashless exercise as permitted under the Federal Reserve Board's Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan's purpose and applicable law. 6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. 6.8 Termination of Employment or Leave of Absence. Except as otherwise provided by the Committee or in any Award Agreement or any employment agreement, in the event that an Employee, during the Employee's lifetime has been on leave of absence for a period of greater than twelve (12) months (except a leave of absence approved by the Board or the Committee, as the case may be), or ceases to be an Employee of the Company or of any Subsidiary for any reason, including retirement, the portion of any Option which is not exercisable on the date on which the Employee ceased to be an Employee or has been on leave for over twelve (12) months (except a leave of absence approved by the Board or the Committee, as the case may be) shall expire on such date and any unexercised portion thereof which was otherwise exercisable on such date shall expire unless exercised within a period of three (3) months (one year in the case of a Participant who is Disabled) from such date, but in no event after the expiration of the term for which the Option was granted; provided, however, that in the case of an optionee of an NQSO who is an "Approved Retiree" (as hereinafter defined), said optionee may exercise such Option to the extent such Option is vested until the sooner to occur of (i) the expiration of such Option in accordance with its original term; or (ii) one (1) year from the date on which the Option latest in time awarded to the Participant under the Plan has become fully exercisable under Section 6.5 hereof. For purposes of the proviso to the preceding sentence: (a) An "Approved Retiree" is any optionee who (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the optionee has completed 20 Years of Service or has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; (b) An Option shall continue to vest in accordance with any schedule established pursuant to Section 6.5 herein during any time period during which an optionee may continue to exercise an Option within clause (ii) of said proviso; and (c) Except as otherwise provided by the Committee or in any Award agreement, or any employment agreement, if an Approved Retiree is subsequently found by the Committee to have violated the provisions of the agreement to refrain from Engaging in Competition referred to in clause (a)(B) of this sentence, (A) in the case of an Option which was granted before the Effective Date or which is a 1998 Conversion Award, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any Options or portions thereof which are exercisable on such date, any Options or portions thereof which are not exercised within such ninety- (90-) day period shall expire and any Options or portion thereof which are not exercisable on such date shall be canceled on such date, and (B) in the case of an Option which is not described in clause (c)(A) of this sentence, such Option shall be forfeited and canceled as of the date on which such Approved Retiree shall have been found by the Committee to have violated the terms of the agreement to refrain from Engaging in Competition referred to in clause (a)(B) of this sentence. Except as otherwise provided by the Committee or in any Award Agreement or any employment agreement, in the event of the death of an optionee during the three-month period described above for exercise of an Option by a terminated optionee or one on leave for over 12 months (except a leave of absence approved by the Board or the Committee, as the case may be), the Option shall be exercisable by the optionee's personal representatives, heirs or legatees to the same extent and during the same period that the optionee could have exercised the Option if the optionee had not died. Except as otherwise provided by the Committee or in any Award Agreement or any employment agreement, in the event of the death of an optionee while an Employee of the Company or any Subsidiary, the total outstanding Option granted to the deceased Employee shall be exercisable by the decedent's personal representatives, heirs or legatees at any time prior to the expiration of one (1) year from the date of death of the optionee, but in no event after the expiration of the term for which the Option was granted. Except as otherwise provided by the Committee or in any Award Agreement or employment agreement, notwithstanding anything in Section 6.5 to the contrary, in the event of the death of an optionee while an Approved Retiree of the Company or any Subsidiary, the total outstanding Option granted to the deceased Employee shall be exercisable by the decedent's personal representatives, heirs or legatees at any time prior to the expiration of one (1) year from the date of death of the optionee, but in no event after the expiration of the term for which the Option was granted. 6.9 Nontransferability of Options. (a) Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant. (b) Nonqualified Stock Options. Except as otherwise provided in a Participant's Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant. Article 7. Other Awards 7.1 Grant of Other Share-Based Awards. The Committee may grant Other Share-Based Awards to Participants in such number, and upon such terms, and at any time and from time to time, as shall be determined by the Committee. 7.2 Terms of Other Share-Based Awards. Other Share-Based Awards shall contain such terms and conditions as the Committee may from time to time specify and may be denominated in cash, Shares, restricted Shares, Share-equivalent units, in Share appreciation units, in securities convertible into Shares or in a combination of the foregoing and may be paid in cash or in Shares, all as determined by the Committee. Other Share-Based Awards may be issued alone or in tandem with other Awards granted to Employees. 7.3 Other Share-Based Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify such terms and conditions as the Committee shall determine. 7.4 Cash Performance-Based Awards. The Committee may grant cash performance-Based Awards based on performance measures set forth in Article 8 not based on Shares upon such terms and at any time and from time to time as shall be determined by the Committee. Each such Cash Performance-Based Award shall be evidenced by an Award Agreement that shall specify such terms and conditions as the Committee shall determine. A Cash Performance-Based Award not providing for the issuance of Shares shall not decrease the number of shares under Article 4 which may be issued pursuant to other Awards. Article 8. Performance Measures for Awards 8.1 Performance Measures. Unless and until the Committee proposes for shareholder vote and shareholders approve a change in the general performance measures set forth in this Article 8, the attainment of which may determine the degree of payout and/or vesting with respect to Awards granted to Covered Employees which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such Awards shall be chosen from among the following alternatives: (a) Consolidated cash flows, (b) Consolidated financial reported earnings, (c) Consolidated economic earnings, (d) Earnings per share, (e) Business unit financial reported earnings, (f) Business unit economic earnings, (g) Business unit cash flows, and (h) Appreciation in the Fair Market Value of Shares either alone or as measured against the performance of the stocks of a group of companies approved by the Committee. 8.2 Adjustments. The Committee shall have the discretion to adjust the determinations of the degree of attainment of the preestablished performance objectives; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Covered Employees, may not be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward). 8.3 Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m). Article 9. 1998 Conversion Awards and ICC Conversion Options 9.1 1998 Conversion Awards. All 1998 Conversion Awards which, under the Allocation Agreement, are to be denominated in Shares shall be issued under the Plan as provided in the Allocation Agreement. The Committee shall administer all such 1998 Conversion Awards under this Plan, giving service credit to the grantee of each such 1998 Conversion Award to the extent required under the Allocation Agreement. All 1998 Conversion Awards shall be subject to substantially similar terms and conditions as provided in the holder's corresponding awards under the Predecessor Plan. 9.2 ICC Conversion Options. All ICC Conversion Options are to be issued as options to acquire Shares and shall be issued under the Plan as provided in the Merger Agreement. The Committee shall administer all such ICC Conversion Options under this Plan, giving service credit to the grantee of each such ICC Conversion Option. All ICC Conversion Options shall be subject to substantially similar terms and conditions as provided in the grantee's corresponding option agreement under the International Catering Corporation 1996 Stock Option Plan, and the number and exercise price of each such ICC Conversion Option shall be determined in accordance with the methodology set forth in Section 424 of the Code. Article 10. Beneficiary Designation Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of the Participant's death before the Participant has received any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate. Article 11. Deferrals The Committee may permit or require a Participant to defer such Participant's receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option, or the payment of or the lapse or waiver of restrictions with respect to any other Award. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals. Article 12. Rights of Employees 12.1 Employment. Nothing in the Plan or in any Award or any Award Agreement, shall interfere with or limit in any way the right of the Company to terminate any Participant's employment at any time with or without cause, or to increase or decrease the Participant's compensation from the rate in existence at the time an Award is granted, and nothing in the Plan shall confer upon any Participant any right to continue in the employ of the Company. 12.2 Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. Article 13. Amendment, Modification, and Termination 13.1 Amendment, Modification, and Termination. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that the Board shall not, except to the extent provided in Section 4.3 hereof, increase the number of Shares specified in Section 4.1(a) without the requisite affirmative vote of the shareholders of the Company entitled to vote with respect to the approval thereof, and, provided further, that the Board may, in its sole discretion, condition the adoption of any other amendment of the Plan on the approval thereof by the requisite vote of the shareholders of the Company entitled to vote thereon. The Committee shall not have the authority to cancel outstanding Awards and issue substitute Awards in replacement thereof, except as provided in Section 4.3 hereof. 13.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to the restriction set forth in Article 8 herein on the exercise of upward discretion with respect to Awards which have been designed to comply with the Performance-Based Exception, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 13.3 Awards Previously Granted. No termination, amendment, or modification of the Plan or any Award shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. 13.4 Compliance with Code Section 162(m). At all times when Code Section 162(m) is applicable, all Awards granted under this Plan shall comply with the requirements of Code Section 162(m); provided, however, that in the event the Committee determines that such compliance is not desired with respect to any Award or Awards available for grant under the Plan, then compliance with Code Section 162(m) will not be required. In addition, in the event that changes are made to Code Section 162(m) to permit greater flexibility with respect to any Award or Awards available under the Plan, the Committee may, subject to this Article 13, make any adjustments it deems appropriate. 13.5 Substitution of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for awards held by employees or directors of entities who become or are about to become employees or directors of the Company or a Subsidiary as the result of a merger, consolidation or other acquisition of the employing entity or the acquisition by the Company or a Subsidiary of the assets or stock of the employing entity. The terms and conditions of any substitute awards so granted may vary from the terms and conditions set forth herein to the extent that the Committee deems appropriate at the time of grant to conform the substitute awards to the provisions of the awards for which they are substituted. Article 14. Withholding 14.1 Tax Withholding. The Company shall have the power and the right to deduct from any amount otherwise due to the Participant, or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. 14.2 Share Withholding. With respect to withholding required in connection with any Award, the Company may require, or the Committee may permit a Participant to elect, that the withholding requirement be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. Any election by a Participant shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Article 15. Indemnification Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Article 16. Successors All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, of all or substantially all of the business and/or assets of the Company, or a merger, consolidation or otherwise. Article 17. Legal Construction 17.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural. 17.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 17.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 17.4 Governing Law. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Maryland. EX-4.G 4 Exhibit (4)(g) Amendment No. 2 to Rights Agreement Amendment No. 2 dated as of March 27, 1998 to the Rights Agreement dated as of October 8, 1993 and amended by Amendment No. 1 ("Amendment No. 1") thereto dated as September 30, 1997 (as so amended, the "Rights Agreement") between Marriott International, Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"). Terms not otherwise defined herein are used herein as defined in the Rights Agreement. W I T N E S S E T H - - - - - - - - - - WHEREAS, pursuant to Amendment No. 1, the Rights Agreement was amended such that the Rights are not and will not become exercisable as a result of the transactions relating to and contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of September 30, 1997 by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. ("Sodexho") and International Catering Corporation; WHEREAS, pursuant to the Merger Agreement, the Company has agreed to enter into amendments to the Rights Agreement, at Sodexho's request, the effect of which would be to terminate the Rights Agreement or cause the Rights to be extinguished, canceled, redeemed or otherwise made inapplicable; and WHEREAS, pursuant to Sections 26 and 28 of the Rights Agreement, the Company, at Sodexho's request, now desires to amend certain provisions of the Rights Agreement in order to supplement certain provisions therein. NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Section 1(a) is amended in its entirety to read as follows: (a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (v) Sodexho Alliance, S.A. ("Sodexho") or any of its Affiliates; and, provided, further, that no Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Agreement and Plan of Merger dated as of September 30, 1997, as amended, by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho and International Catering Corporation shall be deemed an Acquiring Person for any purpose of this Agreement. 2. Section 1(t) is amended in its entirety to read as follows: (t) "Final Expiration Date" shall mean the Close of Business on September 26, 2003. 3. Section 1(ii) is amended in its entirety to read as follows: "Specified Directors" shall mean those directors of the Board who are not (i) officers of the Company, (ii) within a class constituting of the issue of J. Willard Marriott, Sr., living from time to time, a spouse of such issue, or the spouse of J. Willard Marriott, Sr., (iii) an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, or (iv) any Person (other than Sodexho or any of its Affiliates), or an Affiliate or Associate of such Person, who has made a tender offer or exchange for which, upon consummation thereof would make such Person the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding. An adopted child shall be considered a child by blood of any such issue. 4. Section 3(a) is amended in its entirety to read as follows: Until the earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or Sodexho or any of its Affiliates) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (the earliest of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not be separate certificates, and (y) the rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Rights Agent will, at the expense of the Company, send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the stockholder records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. 5. Section 11(a)(ii)(B) is amended in its entirety to read as follows: (B) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or Sodexho or any of its Affiliates), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding, unless the event causing the 30% threshold to be crossed is (x) a transaction set forth in Section 13(a) hereof, or (y) an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the members of the Board and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person, after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders then, promptly following five (5) days after the date of the occurrence of an event described in Section 11(a)(ii)(B) hereof and promptly following the occurrence of an event described in Section 11(a)(ii)(A) hereof, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). 6. Except as expressly herein set forth, the remaining provisions of the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Agreement No. 2 has been signed to be effective as of this 27th day of March 1998 by authorized representatives of each of the Company and the Rights Agent. Marriott International, Inc. By: /s/ Raymond G. Murphy --------------------------------- Name: Raymond G. Murphy Title: Vice President and Treasurer The Bank of New York By: /s/ John I. Sivertsen ---------------------------------- Name: John I. Sivertsen Title: Vice President EX-23.A 5 Exhibit (23)(a) Consent of Arthur Andersen LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in Amendment No. 2 to Sodexho Marriott Services, Inc.'s Registration Statement on Form S-8 (File No. 33-66624) of our report dated February 3, 1998 included in Marriott International, Inc.'s (subsequently renamed "Sodexho Marriott Services, Inc.") Form 10-K for the year ended January 2, 1998 (File No. 1-12188) and to all references to our Firm included in Amendment No. 2 to such Registration Statement. By /s/ ARTHUR ANDERSEN LLP ------------------------ ARTHUR ANDERSEN LLP Washington, D.C. April 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----