Starwood 2009 Annual Report Download - page 69

evidencing Shares delivered to any Participant hereunder bear a legend indicating that the sale, transfer or other
disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended,
and the rules and regulations thereunder.
5.8 Adjustment. If any change in corporate capitalization, such as a stock split, reverse stock split, or stock
dividend; or any corporate transaction such as a reorganization, reclassification, merger or consolidation or
separation, including a spin-off, of the Company or sale or other disposition by the Company of all or a portion of its
assets, any other change in the Company’s corporate structure, or any distribution to stockholders (other than a
normal cash dividend) results in the outstanding Shares being exchanged for a different number or class of shares or
other securities of the Company, or for shares of stock or other securities of any other corporation; or new, different
or additional shares or other securities of the Company or of any other corporation being received by the holders of
outstanding Shares, the number and class of securities deemed to be held in each Deferred Share Account shall be
appropriately adjusted by the Committee. The decision of the Committee regarding any such adjustment shall be
final, binding and conclusive.
5.9 Change in Control.
(a) Effect of Change in Control.
(1) Notwithstanding any provision in the Plan (other than as provided in this subsection 5.4(b) and 5.9), in the
event of a Change in Control, the Committee may, but shall not be required to, make such adjustments to
outstanding awards as it deems appropriate, including, without limitation, causing the unvested amount in a
Participant’s Deferred Share Account to vest or electing that each outstanding Deferred Share Account shall be
canceled by the Company, and that each Participant shall receive within a specified period of time from the
occurrence of the Change in Control a cash payment from the Company in an amount equal to the number of Shares
then deemed to be in the Participant’s Deferred Share Account, multiplied by the greater of (x) the highest per Share
price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or
(y) the Fair Market Value of a Share on the date of occurrence of the Change in Control.
(2) In the event of a Change in Control pursuant to subsection (b) (3) or (4) below in connection with which the
holders of Shares receive shares of common stock that are registered under section 12 of the Exchange Act, the
Committee may, but shall not be required to, substitute for each Share available under this Plan, whether or not then
subject to an outstanding award, the number and class of shares into which each outstanding Share shall be
converted pursuant to such Change in Control.
(b) Definition. For purposes of the Plan, “Change in Control” shall mean:
(1) Any person (as defined in section 3(a)(9) of the Exchange Act and used in sections 13(d) and 14(d) thereof,
including a “group” as defined in section 13(d) thereof, “Person”) is or becomes the beneficial owner within the
meaning of Rule 13d-3 promulgated under the Exchange Act (but without regard to any time period specified in
Rule 13d-3(d)(1)(i)) of 331⁄3percent or more of either (i) then outstanding Shares (the “Outstanding Shares”) or
(ii) the combined voting power of then outstanding securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); excluding, however, (1) any acquisition by the
Company or (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company;
(2) Individuals who, as of January 1, 2005 (the “Effective Date”), constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who
becomes a director of the Company subsequent to the Effective Date whose election, or nomination for election by
the Company’s stockholders, was approved by the vote of at least a majority of the directors then comprising the
Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who
was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member
of the Incumbent Board;
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