FORM OF NON-EMPLOYEE DIRECTOR STOCK APPRECIATION RIGHT AWARD AGREEMENT

EX-10.16 2 d268132dex1016.htm EXHIBIT 10.16 EXHIBIT 10.16

Exhibit 10.16

FORM OF NON-EMPLOYEE DIRECTOR

STOCK APPRECIATION RIGHT AWARD AGREEMENT

[Grant Date]

[Name]

[Address]

Re: Director SARs Award Confirmation

Dear [Name]:

This letter confirms that you have been granted Director SARs under and as defined in the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Plan”) with respect to the following number of Shares (as defined in the Plan):

[Insert number of shares]

The Exercise Price of the Director SARs shall be $[insert Fair Market Value of a Share on the date of grant]. The Director SARs are immediately vested and exercisable, and expire on [insert tenth anniversary of the date of grant]. The Director SARs are subject to the other terms and conditions set forth in the Plan.

Prior to the delivery of Shares to you upon exercise of the Director SARs, (i) your rights under this Award may not be transferred, pledged or hypothecated unless otherwise specified by the Committee; and (ii) you will not have any voting rights in the Shares subject to this Award.

If you have any questions, please feel free to call me at ###-###-####.

Sincerely,

Catherine M. Peffen,

Vice President, Global Compensation & Benefits

Marriott Vacations Worldwide Corporation