Summary of Marriott International, Inc. Director Compensation Policy (Non-Employee Directors)

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Summary

This document outlines the compensation policy for non-employee directors of Marriott International, Inc. Non-employee directors receive annual cash retainers, meeting attendance fees, and annual equity awards, with higher amounts for the Vice Chairman. Directors may choose to defer cash payments or receive them as stock units or options. Compensation is based on an annual cycle starting with the shareholders meeting. The company also reimburses travel and related expenses and offers complimentary hotel benefits. Employee directors do not receive compensation for board service.

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EX-10. 2 rrd101358_10501.htm SUMMARY OF MARRIOTT INTERNATIONAL, INC. DIRECTOR COMPENSATION.

 

Exhibit 10
   

Summary of Marriott International, Inc. Director Compensation
         

Non- Employee Directors

Cash Compensation

      
         

Annual Cash Retainer

      
 

Vice Chairman

    

$75,000
 

Other non-employee directors

  

$60,000
         

Attendance Fees (each Board, Committee or shareholders meeting)
 

Vice Chairman

    

$1,562.50
 

Other non-employee directors

  

$1,250
         

Annual Committee Cash Retainers:

    
 

Chair of the Audit Committee

  

$20,000
 

Chair of the Compensation Policy Committee

$10,000

Annual Cash Retainers are paid quarterly in cash and can be deferred or received in the form of Company stock units or stock options at the director's election under the Company's Executive Deferred Compensation Plan or 2002 Comprehensive Stock and Cash Incentive Plan. Attendance Fees are paid shortly after each meeting and can be deferred at the director's election.

Equity Compensation

Immediately before the annual meeting of shareholders each year, non-employee directors receive an annual award for a number of shares granted by the Board. Subject to the terms and limits in the 2002 Comprehensive Stock and Cash Incentive Plan, the market value of the awards will be $75,000 for the Vice Chairman and $60,000 for other non-employee directors.

Other Information

Non-employee directors' compensation is paid based on an annual period commencing with the annual shareholders meeting. The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when they attend meetings and, for one meeting per year, attendance by spouses. To encourage our directors to visit and personally evaluate properties, the directors also receive complimentary rooms, food and beverages at Company-owned, operated or franchised hotels when on personal travel.

Employee Directors

Officers of the Company are not paid for their service as directors.

 

 

 

November 3, 2005

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