Starwood 2007 Annual Report Download - page 52

3. Change in Control
The following table discloses the amounts that would have become payable on account of an involuntary
termination without cause following a change in control or a voluntary termination with good reason following a
change in control.
Name
Severance
Pay
($)
Medical
Benefits
($)
Vesting of
Restricted
Stock
($)
Vesting of
Stock
Options
($)
Outplace-
ment
($)
401(k)
Payment
($)
Tax
Gross Up
($)
Total
($)
Van Paasschen .............. 8,000,000 39,408 3,938,616 0 0 0 3,855,216(1) 15,833,240
Ouimet ................... 3,680,600 27,048 2,661,966 0 145,040 0 1,942,641(1) 8,457,295
Siegel .................... 3,147,954 39,398 4,517,390 376,492 99,840 0 0 8,181,074
Prabhu ................... 3,389,336 20,520 4,342,591 1,067,832 125,006 0 0 8,945,285
Gellein ................... 3,987,200 14,902 1,435,730 376,492 150,010 0 0 5,964,334
(1) If the amount of severance pay and other benefits payable on change in control is greater than three times certain
base period taxable compensation for Messrs. Van Paasschen and Ouimet, a 20% excise tax is imposed on the
excess amount of such severance pay and other benefits. Because of Messrs. Van Paasschen’s and Ouimet’s
recent hires, their base period taxable compensation does not reflect the total compensation paid to such
executives, artificially increasing the excise tax that would apply on a change in control and, correspondingly,
the tax-gross up payment due under the estimate.
X. DIRECTOR COMPENSATION
The Company uses a combination of cash and stock-based awards to attract and retain qualified candidates to
serve on the Board. In setting director compensation, the Company considers the significant amount of time that
members of the Board spend in fulfilling their duties to the Company as well as the skill level required by the
Company of its directors. The Company revised the compensation structure for directors in the summer of 2007 and
the current structure is described below.
Under the Company’s director share ownership guidelines, each Director is required to acquire Shares (or
deferred compensation stock equivalents) that have a market price equal to two times the annual director’s fees paid
to such director. New directors are given a period of three years to satisfy this requirement.
Company employees who serve as members of the Board receive no fees for their services in this capacity.
Non-employee members of the Board (“Directors”) receive compensation for their services as described below.
A. Annual Fees
Each Director receives an annual fee in the amount of $80,000, payable in four equal installments of Shares
issued under our LTIP. The number of Shares to be issued is based on the fair market value of a Share on the previous
December 31.
A Director may elect to receive up to one half of the annual fee in cash and to defer (at an annual interest rate of
LIBOR plus 11⁄2% for deferred cash amounts) any or all of the annual fee payable in cash. Deferred cash amounts are
payable in accordance with the Director’s advance election. A Director is also permitted to elect to defer to a
deferred unit account any or all of the annual fee payable in shares of Company stock. Deferred stock amounts are
payable in accordance with the Director’s advance election.
Directors serving as members of the Audit Committee received an additional annual fee in cash of $10,000
($25,000 for the chairman of the Audit Committee). The chairperson of each other committee of the Board received
an additional annual fee in cash of $10,000. For 2007, the Chairman of the Board received an additional retainer of
$150,000, payable quarterly in Shares.
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