As referenced in this Stock Appreciation Rights Issuance Agreement:
HOST MARRIOTT CORP – EMPLOYMENT RIGHTS
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9.
INTERPRETATION
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10.
PROSPECTUS
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11.
AMENDMENT OF THIS AGREEMENT
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12.
GOVERNING LAW
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13.
BINDING EFFECT
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14.
NOTICE
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15.
ENTIRE AGREEMENT
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HOST MARRIOTT CORP ORATION
ISSUANCE AGREEMENT
This Issuance Agreement (Issuance Agreement) is made as of December 29, 1998 (the Agreement Date), by and between Host Marriott Corporation, a Delaware corporation (the Company), and
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Host Marriott Corp – 14.
NOTICE
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15.
ENTIRE AGREEMENT
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HOST MARRIOTT CORPORATION
ISSUANCE AGREEMENT
This Issuance Agreement (Issuance Agreement) is made as of December 29, 1998 (the Agreement Date), by and between Host Marriott Corp oration, a Delaware corporation (the Company), and Richard E. Marriott (the Grantee), an individual who holds certain options to purchase shares of common stock of the Company (Shares) under Company
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host Marriott corp – pursuant to the 1997 Comprehensive Stock Incentive Plan (the Plan) on equivalent economic terms subject to adjustment in accordance with the Employee benefits And Other Employment Matters Allocation Agreement Between host Marriott corp oration, Host Marriott, L.P. and Crestline Capital Corporation;
WHEREAS, the Board of Directors of the Company has approved the cancellation of the Prior Options held by the grantee and
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Host Marriott Corp – A, subject to the terms and conditions of the Plan and this Issuance Agreement and to adjustment in accordance with the Employee Benefits And Other Employment Matters Allocation Agreement Between Host Marriott Corp oration, Host Marriott, L.P. and Crestline Capital Corporation.
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VESTING SCHEDULE
The SARs granted herein shall be fully vested.
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3.
EXERCISE OF SARS
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Election to Exercise
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Host Marriott Corp – be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery, telecopier (fax) or telex, addressed as follows:
If to the Company:
Host Marriott Corp oration
10400 Fernwood Road
Bethesda, MD 20817
Attention: General Counsel
If to the Grantee:
At the address set forth below the Grantees
signature to this Issuance Agreement
Each party may
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dt 1477063