Starwood 2011 Annual Report Download - page 57

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
($)(1)
Vesting of
Stock
Options
($)(2)
Outplacement
($)
401(k)
Payment
($)
Tax
Gross-Up
($)
Total
($)
van Paasschen(3) .....12,500,000 4,848 9,474,075 33,646,640 — — — 55,625,563
Avril ............... 4,059,450 27,390 3,818,172 6,263,876 150,350 — — 14,319,238
Prabhu ............. 4,059,450 27,390 10,599,595 5,498,393 150,350 — — 20,335,178
Siegel ............... 3,447,846 25,904 2,160,665 8,888,264 127,698 — — 14,650,377
Turner .............. 3,807,060 25,904 2,221,443 15,631,603 150,004 — — 21,836,014
(1) Includes values for holdings of restricted stock and restricted stock units. Includes vested but deferred
restricted stock units in accordance with the Executive Plan.
(2) Includes vested stock options. Vested stock options could be subject to loss by the Named Executive
Officers in the event of a termination for cause and certain other events but could not in the event of an
involuntary termination without cause following a change in control or a voluntary termination with good
reason following a change in control.
(3) 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 Mr. van Paasschen, a 20% excise tax is imposed on the excess
amount of such severance pay and other benefits. Excludes $632,729 of Mr. van Paasschen’s nonqualified
deferred compensation that is payable upon death, disability or certain changes in control as discussed in the
2011 Nonqualified Deferred Compensation section beginning on page 42.
XI. 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 current compensation structure is described below.
For 2011, under the Company’s director share ownership guidelines, each non-employee director (“Non-
Employee Director”) was required to own shares (or deferred compensation stock equivalents) that have a market
price equal to four times the annual Non-Employee Director’s fees paid to such Non-Employee Director. If any
Non-Employee Director fails to satisfy this requirement, sales of shares by such Non-Employee Director shall be
subject to a 35% retention requirement. Any new Non-Employee Director shall be given a period of three years
to satisfy this requirement.
Non-Employee Directors receive compensation for their services as described below.
A. Annual Fees
Each Non-Employee 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 using the average of the high and low price of the Company’s stock as of December 31 of the year
prior to grant.
A Non-Employee 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 1 1/2 % for deferred cash amounts) any or all of such annual fee payable in
cash. A Non-Employee Director is also permitted to elect to defer to a deferred unit account any or all of the
annual fee payable in shares. Deferred cash or stock amounts are payable in accordance with the Non-Employee
Director’s advance election.
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