Starwood 2011 Annual Report Download - page 53

X. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The Company provides certain benefits to our Named Executive Officers in the event of employment
termination, both in connection with a change in control and otherwise. These benefits are in addition to benefits
available generally to salaried employees, such as distributions under the Company’s Savings Plan, disability
insurance benefits and life insurance benefits. These benefits are described below.
A. Termination Before Change in Control: Involuntary Other than for Cause, Voluntary for Good
Reason, Death or Disability
Pursuant to Mr. van Paasschen’s employment agreement, if Mr. van Paasschen’s employment is terminated
by the Company other than for cause or by Mr. van Paasschen for good reason, the Company will pay
Mr. van Paasschen as a severance benefit (i) any accrued benefits; (ii) two times the sum of his base salary and
target annual bonus and (iii) a pro rated target bonus for the year of termination. None of the other equity awards
granted to Mr. van Paasschen would be accelerated. If Mr. van Paasschen’s employment were terminated
because of his death or permanent disability, Mr. van Paasschen (or his estate) would be entitled to receive, in
addition to any accrued benefits, a pro-rated target bonus for the year of termination pursuant to the terms of the
underlying award agreements, and all of his equity awards would accelerate and vest.
Pursuant to Mr. Avril’s employment agreement, if Mr. Avril’s employment is terminated by the Company
for any reason other than for cause, Mr. Avril will receive severance benefits of twelve months of base salary and
the Company will continue to provide medical benefits coverage for up to twelve months after the date of
termination. In addition, Mr. Avril will also be entitled to acceleration of all of his restricted stock and options
that were granted prior to August 19, 2008, but no acceleration for equity awards granted on or after August 19,
2008. If Mr. Avril’s employment were terminated because of his death or permanent disability, pursuant to the
terms of the underlying award agreements, all of his equity awards would accelerate and vest.
Pursuant to his employment agreement, if Mr. Prabhu’s employment is terminated by the Company for any
reason other than for cause or by Mr. Prabhu for good reason, Mr. Prabhu will receive severance benefits of
twelve months of base salary and the Company will continue to provide medical benefits coverage for up to
twelve months after the date of termination. In addition, the Company will accelerate the vesting of 50% of
Mr. Prabhu’s unvested restricted stock and options. The Company entered into a letter agreement on August 14,
2007 confirming the terms of the agreement as it relates to the acceleration of 50% of Mr. Prabhu’s unvested
restricted stock and options if his employment is terminated by the Company without cause or is terminated by
him voluntarily with good reason. If Mr. Prabhu’s employment were terminated because of his death or
permanent disability, pursuant to the terms of the underlying award agreements, all of his equity awards would
accelerate and vest.
Pursuant to Mr. Siegel’s employment agreement, in the event Mr. Siegel’s employment is terminated by the
Company for any reason other than for cause, Mr. Siegel will receive severance benefits of twelve months of
base salary plus 100% of his target annual incentive and the Company will continue to provide medical benefits
coverage for up to twelve months after the date of termination. If Mr. Siegel’s employment were terminated
because of his death or permanent disability, pursuant to the terms of the underlying award agreements, all of his
equity awards would accelerate and vest.
Pursuant to Mr. Turner’s employment agreement, if Mr. Turner’s employment is terminated by the
Company for any reason other than for cause or by Mr. Turner for good reason, Mr. Turner will receive
severance benefits of twelve months base salary and the Company will continue to provide medical benefits
coverage for up to twelve months after the date of termination. The receipt of such severance benefits is subject
to and conditioned upon Mr. Turner’s compliance with his agreement not to engage in competitive activities or
solicit employees for a period of twelve months after the date of termination. If Mr. Turner’s employment we
terminated because of his death or permanent disability, pursuant to the term of the underlying award
agreements, all of his equity awards would accelerate and vest.
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