Starwood 2005 Annual Report Download - page 51

Other Compensation,'' ""Executive Compensation,'' ""Option Grants,'' ""Option Exercises and Holdings,''
""Employment and Compensation Agreements with Executive OÇcers,'' ""Compensation Committee Inter-
locks and Insider Participation'' and ""Compensation and Option Committee Report.''
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters.
Equity Compensation Plan Information-December 31, 2005
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reÖected in Column (a))
Equity compensation plans approved by
security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 26,768,910 $35.45 53,812,523(1)
Equity compensation plans not approved
by security holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Ì
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 26,768,910 $35.45 53,812,523
(1) Does not include deferred share units (that vest over three years and may be settled in Shares) that have been issued pursuant to the
Executive Annual Incentive Plan (""Executive AIP''). The Executive AIP does not limit the number of deferred share units that may
be issued. This plan has been amended to provide for a termination date of May 26, 2009 to comply with new NYSE requirements.
In addition, 8,985,511 Shares remain available for issuance under our Employee Stock Purchase Plan, a stock purchase plan meeting
the requirements of Section 423 of the Internal Revenue Code.
The remaining information called for by Item 12 is incorporated by reference to the information under
the caption ""Security Ownership of Certain BeneÑcial Owners and Management'' in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Policies of the Board of Directors of the Corporation and the Board of Trustees of the Trust
The policy of the Board of Directors of the Corporation and the Board of Trustees of the Trust provides
that any contract or transaction between the Corporation or the Trust, as the case may be, and any other entity
in which one or more of its Directors, Trustees or executive oÇcers are directors or oÇcers, or have a Ñnancial
interest, must be approved or ratiÑed by the Governance and Nominating Committee (which is currently
comprised of Stephen R. Quazzo, Ambassador Barshefsky and Lizanne Galbreath) or by a majority of the
disinterested Directors or Trustees in either case after the material facts as to the relationship or interest and
as to the contract or transaction are disclosed or are known to them.
Employee Loans
We on occasion made loans to employees, including executive oÇcers, prior to August 23, 2002,
principally in connection with home purchases upon relocation. As of December 31, 2005, approximately
$4.1 million in loans to 11 employees was outstanding of which approximately $2.9 million were non-interest
bearing home loans. Home loans are generally due Ñve years from the date of issuance or upon termination of
employment and are secured by a second mortgage on the employee's home. Theodore W. Darnall, President,
Real Estate Group, an executive oÇcer, received a home loan in connection with relocation in 1996 and 1998
(original balance of $750,000 ($150,000 bridge loan in 1996 and $600,000 home loan in 1998)). Mr. Darnall
repaid $600,000 in 2003. As a result of the acquisition of ITT Corporation in 1998, restricted stock awarded to
Mr. Darnall in 1996 vested at a price for tax purposes of $53 per Share. This amount was taxable at ordinary
income rates. By late 1998, the value of the stock had fallen below the amount of income tax owed. In order to
avoid a situation in which the executive could be required to sell all of the Shares acquired by him to cover
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