Starwood 2009 Annual Report Download - page 70

(3) Consummation by the Company of a reorganization, merger, or consolidation or sale of all or substantially
all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant
to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the
Outstanding Shares and the Outstanding Company Voting Securities immediately prior to such Corporate Trans-
action will beneficially own, directly or indirectly, more than 662⁄3percent of, respectively, the outstanding shares of
common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding
Shares and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than: the
Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, the corporation resulting from such Corporate Transaction, and any Person which
beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly 331⁄3percent or more of
the Outstanding Shares or the Outstanding Company Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 331⁄3percent or more of, respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities
of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of
the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation
resulting from such Corporate Transaction; or
(4) Approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the
Company.
6. Amendment and Termination. Subject to the provisions of Code sections 162(m) and 409A, the Com-
mittee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without notice to
any person affected by this Plan and may likewise terminate or curtail the benefits of the Plan both with regard to
persons expecting to receive benefits hereunder in the future and persons already receiving benefits at the time of
such action.
7. Miscellaneous.
7.1 Effective Date. Subject to approval by the Company’s stockholders, the effective date of the Plan (as
amended and restated) shall be for Performance Periods commencing on or after January 1, 2005. The Plan as it
exists prior to being amended and restated on January 1, 2005 governs awards earned and vested prior to such date.
This current amendment and statement in December 2008 is effective as of January 1, 2005 in order to ensure
compliance with Code section 409A where applicable.
7.2 Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any ways material or relevant to the construction or
interpretation of the Plan or any provision thereof.
7.3 Applicability to Successors. This Plan shall be binding upon and inure to the benefit of the Company and
each Participant, the successors and assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger, consolidation or reorganization, this Plan
shall remain in full force and effect as an obligation of the Company or its successors in interest.
7.4 Employment Rights and Other Benefits Programs. The provisions of this Plan shall not give any
Participant any right to be retained in the employment of the Company. In the absence of any specific agreement to
the contrary, this Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate,
with or without cause, the Participant’s employment at any time. This Plan shall not replace any contract of
employment, whether oral, or written, between the Company and any Participant, but shall be considered a
supplement thereto. This Plan is in addition to, and not in lieu of, any other employee benefit plan or program in
which any Participant may be or become eligible to participate by reason of employment with the Company.
Receipt of benefits hereunder shall have such effect on contributions to and benefits under such other plans or
programs as the provisions of each such other plan or program may specify.
A-7