Starwood 2008 Annual Report Download - page 51

• immediate vesting of all unvested 401(k) contributions in his 401(k) account or payment by the Company
of an amount equal to any such unvested amounts that are forfeited by reason of his termination of
employment.
In addition, to the extent that Mr. van Paasschen becomes subject to the “golden parachute” excise tax imposed
under Section 4999 of the Code, he would receive a gross-up payment in an amount sufficient to offset the effects of
such excise tax.
In December 2008, the Company amended the employment arrangements and change in control agreements
with each of the Named Executive Officers. The amendments were technical in nature and were designed to meet
the guidelines of 409A of the Code. The amendments did not change any of the amounts payable to the Named
Executive Officers.
C. Estimated Payments Upon Termination
The tables below reflect the estimated amounts payable to the Named Executive Officers in the event their
employment with the Company had terminated on December 31, 2008 under various circumstances, and includes
amounts earned through that date. The actual amounts that would become payable in the event of an actual
employment termination can only be determined at the time of such termination.
1. Involuntary Termination without Cause or Voluntary Termination for Good Reason
The following table discloses the amounts that would have become payable on account of an involuntary
termination without cause or a voluntary termination for good reason outside of the change in control context.
Name
Severance
Pay
($)
Medical
Benefits
($)
Vesting of
Restricted Stock
($)
Vesting of
Stock Options
($)
Total
($)
van Paasschen ............. 8,000,000 0 457,4880 0 8,457,488
Prabhu .................. 640,658 23,952 867,130 0 1,531,740
Siegel(1) ................. 1,230,078 19,699 922,324 0 2,172,101
Avril(1) .................. 725,000 18,288 1,229,372 0 1,972,660
McAveety(1) .............. 500,000 18,912 0 0 518,912(2)
Turner ................... 625,000 24,888 0 0 649,888
(1) Messrs. Siegel, Avril and McAveety’s employment agreements provide for payments in the event of involuntary
termination other than for cause but do not provide for payments in the event of voluntary termination for good
reason.
(2) In addition, the Company would pay the reasonable costs of relocating Mr. McAveety to Europe if he decides to
return to Europe within one year of his termination of employment.
2. Termination on Account of Death or Disability
The following table discloses the amounts that would have become payable on account of a termination of
employment by death or disability.
Name
Severance
Pay
($)
Medical
Benefits
($)
Vesting of
Restricted Stock
($)
Vesting of
Stock Options
($)
Total
($)
van Paasschen ............. 2,000,000 0 1,668,835 0 3,668,835
Prabhu .................. 640,658 23,952 1,734,259 0 2,398,869
Siegel.................... 1,230,078 19,699 1,844,649 0 3,094,426
Avril .................... 725,000 18,288 1,951,530 0 2,694,818
McAveety ................ 500,000 18,912 453,210 0 972,122
Turner ................... 625,000 24,888 0 0 649,888
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