Starwood 2006 Annual Report Download - page 54

Mr. Aron) failed to timely file one Form 4 with respect to one transaction. These reports were filed late by the
Company on behalf of the individuals.
Item 11. Executive Compensation.
The information called for by Item 11 is incorporated by reference to the information under the following
captions in the Proxy Statement: “Compensation of Directors,” “Summary of Cash and Certain Other Compen-
sation,” “Executive Compensation,” “Option Grants,” “Option Exercises and Holdings,” “Employment and
Compensation Agreements with Executive Officers,” “Compensation Committee Interlocks and Insider Partici-
pation” and “Compensation and Option Committee Report.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Equity Compensation Plan Information-December 31, 2006
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in Column (a))
Equity compensation plans approved by
security holders.................... 23,947,218 $28.45 70,012,691
(1)
Equity compensation plans not approved by
security holders.................... — — —
Total ............................. 23,947,218 $28.45 70,012,691
(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, 10,859,216
Corporation 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 Beneficial Owners and Management” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Policies of the Board of Directors of the Corporation
The policy of the Board of Directors of the Corporation provides that any contract or transaction between the
Corporation, as the case may be, and any other entity in which one or more of its Directors or executive officers are
directors or officers, or have a financial interest, must be approved or ratified by the Governance and Nominating
Committee (which is currently comprised of Stephen R. Quazzo, Bruce W. Duncan, Ambassador Barshefsky and
Eric Hippeau) or by a majority of the disinterested Directors 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 officers, prior to August 23, 2002, principally in
connection with home purchases upon relocation. As of December 31, 2006, approximately $1 million in loans to
five employees were outstanding. All of these loans were non-interest bearing, and the majority were home loans.
Home loans are generally due five 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, a former executive officer, 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
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